Ben 10: Summer Vacation
by Hero Time 81
Summary: This is my version of the original series. After Ben finds the Omnitirx, he encounters a lost girl in the woods and she quickly starts to fall for Ben. However, things get complicated when she starts to admire him as a superhero so much that she falls in love with him. The question is will he return her feelings. Ben x OC. On temporal hiatus.
1. Chapter 1

**This story follows the storyline, but with some changes. The Omnitrix will have a mixture of classic and future aliens at the start. Some chapters might also be crossovers. I don't know how the story will turn out so enjoy.**

Chapter 1: And Then There Were 10

In space, a small spacecraft is being blasted by a much larger ship, piloted by a green alien with tentacles, called Vilgax.

"What's the command, Lord Vilgax," asked one of the drones.

"Destroy that ship," said the all–powerful Vilgax. "I want the Omnitrix and there's no being in the Universe that can stand in my way."

The only force in the Universe that could stand in the way of Vilgax was a bored 10–year–old boy who saw fit to spend time in making paper airplanes during class.

Ben Tennison was a lot of things, including lazy and selfish. At least he could make awesome paper airplanes. Ben folded the last crease of his latest "masterpiece", checked around to see if nobody was watching him, and then let it fly across the classroom. The paper aircraft landed its target in the back of his teacher's head. The teacher glared over her shoulder and Ben hid himself behind his textbook, even though Ben rarely read anything that didn't have colorful pictures of heroes.

 **(Theme Song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got super powers, he's no ordinary kid,**

 **He's Ben 10!… (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!… (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'till he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

Thirty more unbearable minutes learning about boring dead guys before the clock slowly ticked away to the last second until summer vacation started. Ben was getting the feeling that time was moving backwards just to keep him in school for as long as possible. One minute left…

"Come on, come on," groaned Ben impatiently.

" - and I just want to remind you all that I'll be teaching summer school this year and it's not too late to sign up," announced the teacher.

"Yeah, right," Ben scoffed under his breath. And then, finally, the single greatest sound in the history of school: the final bell signaling the end of the day. "Yes! I'm outta here!"

"Have a good vacation, everyone," said the teacher pleasantly as her students filed out of class. That is, until Ben was about to take his last steps towards freedom. "Benjamin!"

Ben stopped in his tracks and turned back to his teacher, grimacing as she held up his paper airplane with a look of disapproval.

"Could I have a word with you before you go," asked the teacher, leaving no room for argument.

Ben walked back in, groaning. Will his suffering ever end?

Meanwhile, just outside on the school ground, the playground bullies, Cash and J.T., had cornered another one of their unfortunate victims, a student named Jamie. It was common to see these two picking on weaker kids to steal their money or just bully them out of some twisted sense of amusement.

"Normally, we'd take your money and beat you up," said Cash. "But since it's the last day of school, we're gonna give you a break." He leaned over his helpless victim, holding his hand out. "Now fork over the cash so we can get out of here!"

"Leave him alone," demanded Ben, appearing on the scene.

"Get lost, Tennison," said J.T. irritably.

"I said, leave him alone," repeated Ben.

"Looks like we've got ourselves a hero," said Cash tauntingly. He and J.T. walked over to Ben, looking down to him. "Suppose we don't wanna leave him alone."

"What are ya gonna do about it, Tennison," asked J.T.

The three boys faced off in a classic stare down before Ben decided to get physical and rushed at the bullies.

Five minutes later, he and Jamie were both hanging from a tree next to the road by their underwear. Both boys had visibly annoyed expressions.

"Thanks a lot," said Jamie with a glare.

"I was just trying to help," said Ben sullenly.

"Next time you wanna play hero, make sure you can back it up," said Jamie, crossing his arms and huffing.

Ben bowed his head and groaned to himself. He hated feeling so helpless, especially when all he did was try to do the right thing.

That's when the most beat up vehicle in the history of the world pulled up in front of the school. Ben knew this RV well enough to affectionately call it the Rust Bucket and knew the man in the Hawaiian shirt sitting behind the wheel.

"Come on Ben, we're burning daylight," said his grandpa Max. "I wanna make it to the campsite by nightfall!"

"Uh… Grandpa, a little help here," shouted Ben, pondering how his grandfather couldn't see the situation he was in.

A couple of minutes later after Grandpa Max pulled him down and his underwear was safely tucked back in his pants, Ben stepped into the Rust Bucket bursting with excitement.

"I've so been looking forward to this," said Ben. His excitement quickly died down when he saw his red–headed cousin sitting near the window with an annoyed expression. "Gwen? What are _you_ doing here? What is _she_ doing here?" He turned to his grandpa in horror.

"Take it easy, dweeb," said Gwen. "This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me."

"Grandpa, _please_ ," Ben whined. "Tell me you didn't do this."

"I thought it would be fun if your cousin came along with us this summer," said Max kindly before furrowing his brow at them. "Is that a problem?"

Neither of them said anything, mostly because they didn't to upset or disappoint their grandfather. After about twenty minutes, the trio headed straight towards Yosemite Park which Grandpa Max had told them would be the first stop on their summer adventure. Ben and Gwen sat across from each other, trying to look anywhere except at their annoying cousin.

"I can't believe this," complained Ben. "I wait all school year for this trip and now the Queen of Cooties is along for the ride."

"Hey, I already had my whole vacation planned out too, you know," Gwen argued back, pulling out a colorful sheet of paper from underneath the table. "Each activity is color–coded so I never did the same thing two days in a row. Now I'm stuck going camping with my geekoid cousin for three months."

"Geek," hissed Ben.

"Jerk," retorted Gwen.

"Something tells me this will be a long summer," said Max, suddenly regretting this entire trip.

After hours, the Tennisons finally reached their destination in Yosemite Park and Max parked the RV near the campsite. Ben and Gwen went out and it didn't take long for Grandpa Max to come out with the dinner.

"Chow time," said Max in a good mood.

He set the bowl between Ben and Gwen, both of whom stood up and stared into the bowl…and the slimy, wormy white things that were crawling inside it. The two cousins disagree on many things, but their grandpa's cooking is one of the few things they agree on. Suddenly, neither of them felt hungry.

"OK, I give up," said Ben, feeling a little squeamish. "What is that?"

"Marinated meal worms," said Max. "Hard to find them fresh in the States. They're considered a delicacy in some countries."

"And totally gross in others," said Gwen, grimacing as one of the white things fell out of the bowl and started crawling alongside the table.

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," said Max.

"Ugh," groaned Ben. "Couldn't we just have a burger or something?"

"Nonsense," said Max. "This summer's going to be an adventure for your taste buds. I'll grab the tongue."

As Max walked back inside the RV, Ben sidled over to Gwen and whispered:

"OK, I've got a half–eaten bag of corn chips and a candy bar in my backpack. What do you got?"

"Some rise balls and hard candy," answered Gwen desperately.

"Think we can make them last the whole summer," asked Ben despairingly.

The two cousins stared at the meal worms with a renewed sense of dread. This was gonna be the worst summer ever…

Meanwhile, the battle in outer space continued to rage. Vilgax's massive warship fired relentlessly onto the smaller transporter until one shot successfully hit its tail, effectively stopping the ship in its place.

"Their propulsion systems have been destroyed," one of the droids informed.

"Prepare to board," said Vilgax. "Bring me the Omnitrix!"

But before he could celebrate his conquest, the ship's alarms suddenly blared and the command center was washed in a flare of flashing red lights.

"What's happening, asked Vilgax.

"The ship's shields have been destroyed," said one of the droids worriedly. "The bridge is exposed."

"How is this possible," shouted Vilgax.

Using the moment, the small transporter took notice of the warship's lowered defenses and took one last desperate shot at the giant ship. The green bolt of energy successfully smashed through the warship's walls and hit the bridge with a mighty explosion that consumed Vilgax and nearly half of the drones working inside the command center. Then suddenly from outta nowhere the warlord ship fired a single shot from its central cannon which blasted the transport spaceship to pieces so that only the front remained. After that, a silvery capsule was catapulted from the side of the ship which made its way to the planet below, Earth.

As the war raged on in the starry skies above their heads, Ben and Gwen were still on the edge as usual. In an added effort not to talk to one another, each one occupied themselves with their own activity. Ben put all his attention in beating the newest level on his Sumo Slammers game and Gwen was typing her latest diary entry in her laptop. That's when Grandpa Max walked out carrying a bag full of marshmallows – he wanted to give the cousins something since they rejected the meal worms he so graciously offered.

"Who wants to roast marshmallows," asked Max. Despite his offer, both Ben and Gwen refused to even turn around, much to Max's charging. "OK…um…how about we tell scary stories?"

"Scarier than having to spend a summer with your freak of a cousin," said Ben tauntingly.

Gwen glared over her shoulder and said, "I'd like to, grandpa, but I'm busy looking for cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope."

"Aw, come on, you two," said Max. "We're all in this together. Either you can mope around like this the whole summer or we can have some fun. Now what do you say?"

"I vote for moping," answered Gwen automatically.

"I'm gonna go take a walk," said Ben, standing up, stowing his game and leaving for the nearby forest.

"I think they're starting grow to one another," muttered Max.

In the forest, Ben complains to himself how his entire summer vacation is ruined when he sees a "shooting star" which suddenly changes course and heads towards Ben. The 10–year–old boy runs and barely manages to escape the "star's" path of destruction. Then, he decides to check it out only to fall in the crater and to see a pod, which contained the Omnitrix.

"A watch," Ben asked himself. "What's a watch doing in outer space?" Ben then smirked and reached out for the watch when suddenly the watch launched itself onto Ben's left wrist. "Ahhh!" shouted Ben as he tried to shake the watch of off him and climbed up the crater and ran, but suddenly heard someone crying and went towards its source.

When the crying became louder, Ben stopped and saw a crying girl sitting beside one of the trees. She was wearing a light pink T-shirt, red trowsers and white shoes.

"Hey, are you OK," asked Ben as he slowly approached the girl who stopped crying and looked at the young boy standing in front of her.

"Don't hurt me," begged the girl thinking the boy was gonna do something bad to her.

"Hey, it's OK," said Ben. "I'm not gonna hurt you." Ben kneeled in front of the girl and put a hand on her shoulder, surprising the girl. "What's wrong?"

The girl looked at Ben and was sure that the way he acted, he wasn't going to harm her. She stayed silent for a few seconds before answering, "I came to camp with my parents. One day, they said they were gonna chop down some wood for campfire, but they never came back." The girl couldn't hold anymore and started crying again.

"Hey, hey, hey," said Ben. "There's no need to cry. You don't want to attract the attention of a bear or another wild animal." Ben tried his best to calm her down, but with no avail when he came up with an idea. "You know, it'll be easier if you tell me your name and I'll tell you mine. How does that sound?"

Once again, the girl stopped crying and looked at Ben. "I'm Angel."

"Hi, Angel. My name is Ben," Ben introduced himself to Angel. When she didn't start crying, Ben said, "OK, you didn't cry so we have an improvement. Now, tell me for how have you been alone in this forest."

"I'm not sure," answered Angel. "Three or four days."

"You've been alone for such a long time," asked Ben shocked to which Angel nodded. "It must've been hard."

"It is, especially if you're afraid of the dark," said Angel.

"You're scared of the dark," asked Ben.

"Yeah," answered Angel. "But I saw a shooting star 5 minutes ago and hope my wish comes true."

"Now that's a small problem," said Ben sadly. "Look, Angel. I don't want you to lose hope, but that "shooting star" was everything but a shooting star. It was actually a pod which held this weird watch that doesn't want to get off," said Ben as he showed her the Omnitrix on his wrist.

"I haven't seen a watch like this one before," said Angel when she saw a strange green button. "What does that button do?"

"I haven't tried it yet," said Ben as he saw the button and pressed it which caused the watch's hourglass to pop–up and a strange silhouette appeared. "OK, now that's cool," said Ben as he pressed the hourglass and was surrounded in green light, causing Angel to cover her eyes.

When the light died down, in Ben's place was a monster that looked like it was made from living magma. The visible innards were made from yellow lava while the surface was covered in red rocks, and the creature's hands and head were made out of fire. Above everything else was the watch's symbol appearing on his chest.

Angel couldn't believe what she was seeing. The watch on Ben's wrist turned him into some kind of an alien. For a moment, Ben was quiet, until he screamed, "Ahh! I'm on fire," shouted the monster and started to run around in circles. "I'm on fire! I'm on fire," continued the monster until he realized something obvious: "Hey, I'm on fire… and I'm OK. Angel, can you believe this?"

"How is that possible," asked Angel, finally finding her voice.

"I'm not sure, but it looks awesome," said Ben and with a flick of his wrist he shot a small fire ball at a dead tree, completely destroying one of its branches. "That's what I'm talking about."

"Be careful, Ben," said Angel. "I've got a bad feeling about this."

"Don't worry, Angel," said Ben. "Everything's gonna be fine." He then cupped his hands together and produced a much larger fireball. "Check this out."

Ben shot the fireball through a series of trees like they were made out of paper. He started to feel very proud of himself… until he realized that his fireball exploded and spread to the other trees faster than expected. In no time at all, Ben and Angel were facing off against a massive forest fire that was jumping from tree to tree every second. Ben yelped and flailed his arms in panic.

"No, wait, stop," shouted Ben at the fire, as if expecting it to obey him.

"We're going to die," screamed Angel as she started to cry.

"No one is dying, Angel," said Ben as he attempted to stomp out the smaller flames on the ground, but that only made them stronger. "I'm gonna get so busted for this."

"I'm scared to death," said Angel fearfully. "I don't want to die. Isn't there a way to stop these flames?"

"I'm not sure," said Ben as he continued to stomp on the flames. "This would be so cool, if weren't so… not cool."

Without neither Ben, nor Angel noticing, not too far from them was Gwen with a fire extinguisher, putting out the flames. The 10–year–old girl was doing a pretty good job, until she hit something, or someone with her back and thinking it was a tree, Gwen turned around a sprayed it with the extinguisher, but then the "tree" faced her and what she saw caused her to scream when the fire monster talked.

"OK, I know this looks bad, but -," the fire monster started to explain, but Gwen hit him with the extinguisher, sending him crash into a tree and sprayed him once again.

"I don't know who you are, but you better stay down if you know what's good for you," threatened Gwen, but then the fire monster set her shoe on fire, causing her to panic and sprayed the fire away. "I warned you."

"Don't even think about it, freak," said the fire monster. The last word took Gwen by surprise. Only one person called her "freak".

"Ben, is that you," asked Gwen, now knowing it was her cousin. "What happened?"

"Well, while I was walking I saw a shooting star, only it wasn't a star, but some sort of a meteorite with that weird watch which launched itself and got stuck on my wrist and then I heard a cry from a girl -," started Ben, but stopped when he remembered about Angel. "Oh, no! Angel! She's still in the forest! Angel, where are you?"

"Angel," asked Gwen with a raised eyebrow. "Ben, what are you talking about?"

"I met with a girl, named Angel after that watch stuck itself on my wrist and before I turned into this," explained Ben. "She's still around. I know it. We've got to find her."

"Gwen," a voice got their attention a saw none other than their grandpa. "What in the blazes," asked Max when he saw a fire guy next to his granddaughter.

"Hey, grandpa," said Gwen and pointed at her cousin. "Guess who."

"It's me, grandpa," said the fire guy.

"Ben," asked Max. "What happened to you?"

"Well, while I was walking -," started Ben, but was interrupted by Gwen.

"Excuse me, but there's a major forest fire we have to deal with," said Gwen.

"And we have to find Angel," said Ben when they heard a scream.

"What was that," asked Max.

"It's Angel," said Ben. "She's in trouble!" As he said that, Ben ran towards Angel's scream, followed by Gwen and Max, only to find her surrounded by flames. "Angel, hang in there. I'm gonna get you out of there."

"And how are you going to do that without burning her," asked Gwen.

"Ben, can't you control these flames," asked Max.

"I don't know, but I'm gonna try," said Ben as he stepped forward and inhaled and after a few seconds, the flames got absorbed, leaving burnt trees everywhere around the group. "I didn't know I can do that."

"Let's get out of here before the forest ranger comes," said Max as he went to pick Angel up.

"Yeah, it'll difficult to explain how Ben turned into a fire creature and started a forest fire," said Gwen as she, Ben and Max, with Angel in his arms, got back to their campsite. When they got there, Ben, Gwen and Angel sat near the campfire while Max went to get some marshmallows and after he returned, he saw that Angel was sitting closer to Ben then before.

"How's everyone," asked Max as he brought Gwen's attention.

"I'm worried about Ben," said Gwen.

"Don't worry, we'll find a solution to this," said Max as he joined the children and sat down.

"Hey, I don't wanna be a fire guy for the rest of my life," said Ben. "How am I going to play I the Young League if I charcoal the ball every time I touch it."

"Is he gonna stay a fire monster forever," asked Gwen worried.

"He's not a monster, he's an alien," said Max, causing Ben, Gwen and Angel to look at his strangely. "I… I mean, look at him. What else could he be?"

"Just when I thought this summer was going to be normal," said Ben.

"Let's hope it's only temporary," said Angel.

"We'll try to figure out what's wrong, Ben," said Max as he tried to encourage his grandson. "Don't worry."

Just as Max said that, the hourglass on Ben's chest beeped and blinked red and after a few seconds, Ben was surrounded in a bright red light, causing Angel, Max and Gwen to cover their eyes. When the light died down, everyone saw Ben back in human form.

"I'm me again," said Ben happily.

"It looks like Angel was right," said Max as Ben continued his struggle to get the Omnitrix off of him. "I better go check out the area where the watch crashed. You guys stay here ad don't mess with this thing until we figure out what exactly it is," said Max as he stood up and went into the forest.

Back in space, Vilgax was placed in a recovery tank and was very angry when one of his droids told him that the Omnitrix wasn't on the transporter.

"What do you mean it's not there," asked Vilgax the droid.

"Apparently, the ship has fired the Omnitrix to this planet," said the droid as it showed Vilgax an image of Earth.

"At least we know where it is," said Vilgax as he turned to one of his much larger robots. "Go! Retrieve it for me."

The robot nodded and was fired from the ship towards Earth where it crashed and quickly found the Omnitrix's capsule, the only problem was that it was empty. The robot destroyed the capsule with its laser and released two drones from its shoulders to search for the watch.

Back at the campsite, Ben and Angel were behind the RV, with Ben trying to figure out how to use the watch.

"Why don't you push the green button," asked Angel which caused Ben to face palm.

"How did I not think of that before," Ben asked himself.

"Catcha," shouted Gwen as she laughed, causing Angel to hide behind Ben in fear. "You're so busted."

"Haha, real funny, like your face," said Ben as he went back to the campfire, followed by Angel and Gwen and continued to mess with the watch.

"Didn't grandpa tell you not to mess with this thing," Gwen asked worried that Ben might do something crazy.

"Yeah, but think about. If I manage to figure out how to use it, I can use it to help people. I mean really help them, not to make things worse," said Ben as he pressed the green button down.

"I wouldn't do that if I were you," said Gwen as she crossed her arms.

"Of course you wouldn't," said Ben as he cycled through the alien forms and making his choice, he slammed the hourglass down and was surrounded in bright green light. When the light died down, in Ben's place now stood a large alien with yellow and black fur, along with grey fingers and toes. It also had two bolts on the side of his wrists. It had green eyes with black pupils and yellow lightning bolt shaped horns. It wore a green belt where the Omnitrix's symbol was located.

"And what can this one do," asked Gwen.

"I don't know, but a sure did not expect a sasquatch to be in this thing," said Ben.

"I bet it's something really cool," said Angel.

"Ya think," asked Ben as he saw a tree to practice and managed to fire a lightning bolt, completely destroying the tree. "It can shoot electricity? Now that's awesome."

"A sasquatch with electrical powers," asked Gwen.

"More like Shocksquatch if you ask me," said Shocksquatch as he prepared to run. "See ya later." With that, Ben, now as Shocksquatch, ran towards the forest and started jumping from tree to tree.

"Ben, get back here," shouted Gwen. "Ben, I'm gonna tell grandpa that you turned into some kind of an electrical sasquatch and ran in the forest." Gwen paused for a moment and realized that this day was everything but normal.

"I think this alien is cool," said Angel as she came up to Gwen. "At least he won't cause another forest fire."

In the forest, Shocksquatch was jumping from tree to tree, using his improved agility. He stopped to take e breath for a second when he heard a laser being shot and turned around only to instinctively jump out of the way of the laser.

"Hey, who shot that," asked Shocksquatch when he saw a droid in mid–air with a laser gun pointed at him. "I guess you're the one, eh. OK, show me what you've got."

The droid fired more lasers at Shocksquatch, but he easily dodged them and climbed one of the trees, causing the droid to lose its trace of the electric alien when suddenly Shocksquatch came out of nowhere and jumped on the droid. The droid tried to shake the alien of and went straight for a rocky wall. Shocksquatch, however, saw that and destroyed the droid's head with an electrical punch and jumped off of the droid, which crashed in the rocky wall, exploding.

"Take that, robot jerk," celebrated Shocksquatch, but his excitement didn't last long as he saw another droid. "Oh, come on. How many of you freaks are out there?" And things got worse when the watch timed out and Ben was back to his human form. "Not good." Ben closed his eyes, preparing for the worst.

The droid pointed its laser at the 10–year–old and was about to fire when a shovel was smashed into it. Ben opened his eyes and saw Gwen smashing the droid with the shovel.

"Nobody tries to hurt my cousin, but me," shouted Gwen as she continued to smash the droid.

"Ben, are you OK," asked a worried Angel, who came up to him.

"Yeah," answered Ben as he turned to Gwen. "I never thought I would say this, but I'm glad to see you."

"Someone had to come after you," said Gwen when the droid burned. "Let's get out of here." Gwen grabbed Ben's wrist and, along with Angel, quickly made their way back to their campsite where they saw their grandpa with a stern expression and the four of them got into the RV.

"I thought I told not to mess with that watch until we figure out what exactly is," said Max.

"I know, grandpa," said Ben. "But I think I figured out how it works. Just press this button and bam. You're one of the 10 super cool alien dudes!"

"Well, after it can't come off, I suggest we start practicing how to use it," said Max which made Ben happy. However, his happy state was interrupted by a voice coming from the radio.

"Mayday! Mayday! We need help," said the voice. "I don't know how to say this, but we're attacked by a…robot!"

"It sounds like it's one of those things that attacked me," said Ben as he stood up from the couch with determination. "Maybe I can help them."

"You? What are you gonna do about it, Tennison," asked Gwen and she the answer when Ben looked at the watch with smirk.

Ben, Gwen, Max and Angel made their way to the area where the robot was attacking innocent people when they stopped in a safe place where Ben could transform. Ben looked at his grandpa who nodded and Ben pressed the green button, cycled through several aliens before making his choice and slammed the hourglass down and was surrounded in green light. When the light died down, in Ben's place stood an alien whose body was composed of durable pale green crystals. He sported four crystal shards on his back and has a sharp head. It wore a uniform which was black on the right half and white on the left with a black patch on the left shoulder where the Omnitrix symbol was.

"And what can this one do," asked Angel, worried for her friend.

"I don't know, but I bet it's gonna be cool," said Ben.

After Ben transformed, the group continued their way towards the attacking robot and when they got there, Ben saw it wasn't like those from before.

"Looks like papa robot this time," said Ben and turned to Gwen, Max and Angel. "You guys get everyone out of here. I'll deal with that thing."

"You got it," said Max as he and Gwen went to help the campers, but Angel stayed and placed a hand on Ben's left crystal wrist which caught his attention.

"What is it, Angel," asked Ben in concern.

"Nothing, it's just I'm scared," said Angel as her eyes began to tear up.

"Everything is going to be OK," said Ben as he placed a hand on her right shoulder. "No one is going to hurt you. I promise. Now go with grandpa ad Gwen."

"Thanks, Ben," said Angel as she gave Ben a hug before running of to find Max and Gwen.

Meanwhile, the robot grabbed the forest ranger when a voice shouted at it, which brought its attention.

"You looking for me," shouted Ben. The robot threw the ranger and fired its laser at Ben which sent crashing into a nearby building which exploded after a second shot. Ben survives the blast unharmed and attacks back, but the robot jumps and pins Ben to the ground. "Uh oh! Looks like I'm in trouble." The robot gets up from Ben and grabs him and throws him into the ranger's car. The robot fired more lasers, but Ben dodged them. However, one of the lasers hit a tree which was knocked towards Gwen, but Ben manages to slice it and the tree passed over Gwen harmlessly. "So, are we even?"

"Even," nodded Gwen. The robot then grabs Ben from behind and tries to remove his arm, but Ben destroys its hand and the robot sends Ben flying into a building which explodes from the collision. Ben stands up and the robot fires another laser, but Ben redirects it with his hands which were formed like swords. The robot fires one more laser, which Ben managed to stop.

"What comes around goes around," said Ben as he redirected the laser. "Let's see how you like it, techno freak." The laser hit the robot, destroying it.

"Oh, yeah," cheered Gwen and Max.

"Way to go, Be– uh Diamond-headed guy," said Angel loudly.

"Hm, Diamondhead," muttered Ben. "Not a bad name." Ben turned his attention to Gwen, Max and Angel and saw them pointing at some campers. "Well, I guess my work here is done." And with that, Ben, now also known as Diamondhead, made a quick escape, followed closely by Angel, Max and Gwen.

Back in space, Vilgax was angry when he was told that his robots had failed and swears to destroy whoever kept the Omnitrix away from him.

It was now morning, and Gwen and Max were packing up, with a little help from Angel, when Gwen saw that Ben was missing.

"Where's Ben," asked Gwen which made Angel worry a bit.

"Haven't seen him since breakfast," answered Max when they saw a huge cloud of dust coming their way, which appeared to be none other than Ben as new alien which resembled a semi-armored Velociraptor. It had black wheels on his feet. It had a blue face, green eyes, black lips, and stripes above and on the right side of his eyes. It wore the Omnitrix symbol on his chest. It had five blue stripes on his tail.

"Ben," wondered Max.

"Yup," answered Ben. "Hey, check this out." A visor came down his face and with incredible speed he put everything in the RV. "XLR8 is pretty fast don't you think." Just then the watch timed out and Ben was back to human. "I think this is going to be the best summer ever."

"It would appear so," said Max.

"I have one question though," said Gwen and pointed at Angel. "What are we gonna do with her?"

"Let me talk to her," said Ben as he made his way towards the young girl. "Angel, I was wondering if you know the way back to your home so we could drive you."

"I can't remember," said Angel in a sad voice as Gwen and Max got closer to hear what she had to say. "I'm only 8 and like I told you last night, I was alone in that forest for a few days."

"What do you mean 'alone for a few days'", asked Max concerned.

"My parents told me they were going to chop some wood, but they never came back," answered Angel as she hugged Ben tightly for comfort. "I would still be alone if Ben hadn't found me. He's my hero."

"Why do I get the feeling that your parents didn't go to 'chop some wood'", asked Gwen suspiciously.

"Are you serious," asked Ben shocked by Gwen. "What kind of parents would abandon their own daughter in the middle of the forest?"

"Let's not rush into things just like that," said Max as he thought of an idea. "I know. Why don't we make some leaflets about a lost girl and we'll stick them on around the city?"

"No way," shouted Angel which caught the Tennisons by surprise. "I don't want to go back to them. I remember that mom and dad seemed nice, but it was a nightmare for me. Whenever I did something bad by accident, even the least bad thing, they always shouted at me and… hit me!"

"They hit you," asked Ben, completely shocked by what Angel said.

"And that's when I accidently broke something," said Angel with teary eyes. "When I did something worse, they… tortured me!" With that, she broke into tears and hugged Ben tighter who hugged her back.

"I can't believe that such people are capable of doing such a thing to their own daughter," said Max angrily.

"So what are we going to do now," asked Gwen concerned about Angel.

"I think there's only one thing we can do," said Ben with Angel still hugging him. "We take Angel with us on the road trip."

"I can't think of anything else," said Max.

"You'd really allow me to join you," asked Angel hopefully.

"We won't force you to go somewhere you don't want to," said Gwen softly.

"Thank you so much," said Angel happily.

"So it's time for the summer trip to officially start," said Max.

"By the way, where were you Ben this early," asked Gwen suspiciously.

"I just had to take care a few things before the trip," answered Ben innocently.

Meanwhile, back in Bellwood, JT and Cash were hanging from a tree by their underwear.

"Dude, how did we get up here," asked Cash.

"I don't know. It all happened so fast," said JT.

"Hey, somebody. Anybody, a little help up here, please," shouted Cash, trying to bring the attention of the passing by cars.

To be continued…

 **Here's the first chapter of the story. I tried to make as similar to the canon as possible. If by any chance you haven't figured it out, Angel is my OC. She had a pretty bad childhood before she met Ben, didn't she? Anyway, like I said earlier, the Omnitrix will have a mixture of classic and future aliens and here's a list of the aliens:**

 **Heatblast**

 **Stinkfly**

 **XLR8**

 **Shocksquatch**

 **Ripjaws**

 **Ghostfreak**

 **Kickin Hawk**

 **Diamondhead**

 **Goop**

 **Grey Matter**

 **Tell me what you think and I'll see you next time.**

 **R &R**


	2. Chapter 2

**I'm back with another chapter of the story. If some of you are wondering, Angel's hair is long and dark brown and her eyes are blue. And some of the original aliens will be unlocked later on, but not until 'The Big Tick' episode. Anyway, I hope you enjoy this chapter.**

Ch.2: Washington B.C.

A fire was going on in an apartment building in Washington D.C. A mother and her son were running for the door only for flaming debris to fall around them. They were about to be crushed and braced themselves. But the crushing blow never came. They opened their eyes and saw a fire alien holding up the debris.

"Who are you," asked the boy.

"I'm here to help," said Heatblast. He tossed the debris aside, rubbed his hands and absorbed the flames around the room into his body. He then led the family out the door. They into the hallway to a staircase. "This way." As soon as he said that, the staircase caved in. "On second thought, that way." He pointed to the hallway and they looked to see a dead end with a window. Heatblast fired a heat ray and blasted a hole into the wall which fell down, followed by Heatblast, along with the boy and his mother who were surrounded in a fire tornado. The gasped at the sight of a flaming alien.

"I'm sure you want to thank me personally, but really, it's all in a day's work for– no way! A Gold Sumo Slammer card," said Heatblast as he saw that the kid had three gold Sumo Slammer cards in his hands. "Where'd you get it? I've been searching all over for that."

"It was a price inside a Sumo Slammer cereal," answered the boy.

Then, the two heard a honk and saw the Rust Bucket pull up with Gwen and Max at the front seats and Angel standing between them.

"Hey, super doffus, the fire was just a diversion to cover up a jewelry store robbery! The bad guys are getting away," explained Gwen.

Heatblast looked at the cards and then back at Gwen. "Uh, I knew that."

 **(Theme Song:**

 **It started when an alien device did what it did,**

 **It stuck itself upon his wrist with secrets that it hid,**

 **Now he's got super powers, he's no ordinary kid,**

 **He's Ben 10! (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'til he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

At an intersection of the city, a car driven by the robbers sped right by, ignoring the stoplights and with no regard for the lives of the civilians as they ran away to the sidewalk. As they looked in the rearview mirror, they saw the Rust Bucket was on their tail.

As Max drove, he smelled something burning. He turned to see smoke coming from the seat Heatblast was due to his molten skin.

"I knew I should've bought those asbestos seat covers when I had the chance," said Max.

"Sorry, grandpa. I can't help it, I'm hot," said Heatblast. As he said that, Gwen blasted him with the fire extinguisher to put out the fire he set to the seat. It also put out the fire on his head that instantly ignited.

"Ten heroes in that watch and you pick the one with the flaming butt," asked Gwen.

"Well, it's not like he has any other alien that can deal with fire," said Angel.

"Jealous," asked Heatblast as Gwen blasted his butt with the fire extinguisher again.

The two cars turned a corner and Heatblast leaned out the window as Angel came closer to see what's about to happen.

"You have a plan, right," asked Angel.

"Sure I do," answered Heatblast as he formed a fire ball I his hands and tossed it at the robbers' car that hit the back, sending it flying in the air. "Stee–rike!"

The force sent the car crashing into a brick wall as the driver screamed. Heatblast then pulled the driver's broken door of the car and glared at the robbers.

"Unless you guys want a permanent sunburn, hands against the wall," ordered Heatblast and the robbers obligated. Then, the Omnitrix symbol started beeping, but Heatblast didn't seem to notice. "You guys picked the wrong day to be bad–," said Heatblast as the watch gave a flash of red light.

"–guys," finished Ben.

"Huh," asked one of the robbers as he noticed the change in his voice and turned around to see a confident–looking Ben. "Hey! It's just a kid. Get the jewels!"

Ben then looked over himself and saw the red faceplate of the watch. "Wow, time sure flies when you're having fun. I've decided to let you guys off with a warning this time.

Luckily, some police cars arrived and the cops got out and pointed their guns at the robbers.

"Freeze," ordered one of the cops.

"They're all yours, officers," smiled Ben. "Now, I know you all want to thank me, but–".

"Step aside, kid, this isn't playtime," said one of the cops as he handcuffed one of the robbers.

"Playtime," asked Ben. "But I'm the one who captured them. It's not fair! I'm the hero!"

"Don't worry, Ben," said Angel as she put a hand on his shoulder. "You'll always be a hero in my book."

The next morning on the opposite side of Washington, a grumpy–looking bald man in a business suit was knocking on a small town apartment building. The overhead sign said the building was being used by someone called Dr. Animo. When nobody responded to his knocking, he banged on the door harder and yelled.

"Hey, Animo," yelled the man. "I know you're in there! Open up!"

But Dr. Animo would come and answer his knocking, so the balding man finally had enough and barged right into the building – it seemed Dr. Animo didn't know how to lock his door. When the man stepped inside, he hadn't been expecting to see walls with cages of every shape and size everywhere or to hear the overlapping noises of different animals. The smell was the worst part as his nose lost all sense.

"Oh man, that's just horrible," said the bald man as he walked further into the building.

He walked up to a tank with a species of frog he hadn't seen before when heard someone's footsteps walking up behind him. He turned around and nearly jumped out of his pants. The balding businessman stared up to a man with pale green skin, yellowish eyes, and shoulder-length white hair. The reclusive man bared his broken teeth at the intruder.

"How did you get in," asked the sickly–looking man angrily.

"Passkey," answered the bald man as he fixed his tie. "I'm still your landlord, remember? Maybe not since your rent is 6 months due, Animo."

"All my funds go to my research," said Animo, glaring at the landlord. "Now get out! You're disturbing me."

"Hmph, looks like you were disturbed long before I got here, pal," the landlord insulted, looking around the zoo–like apartment. "Listen, doc, you and your fury friends are out on the street unless you pony up green," he said, holding his hand up expectantly.

"Pony up," repeated Animo with amusement. He took the frog in the tank and released it on the floor. "Interesting choice of phrases. You must be an animal lover. Then you're going to like this."

Dr. Animo took something from underneath on of his cabinets and turned to the landlord with a serious expression. The bald man stared at Animo for a minute, trying to progress what he was seeing, and then broke out in a fit of laughter. Dr. Animo for some reason had put on a harness and helmet that looked like he had built from a cooking strainer and cobbled together electronics.

"What's that," asked the landlord, still giggling. "You a member of the moose lodge or something?"

"This is my transmodulator," said Animo seriously. Phase number one: it creates and accelerates mutation at a genetic level. Perhaps a demonstration is in order."

Dr. Animo twisted the dial on his chest and red sparks snapped from his helmet horns. Beams of red lightning struck the frog and the amphibian grew to be twice as big as the landlord. The bald man screamed like a frightened schoolgirl before the mutant frog swallowed him whole. The landlord made an attempt to escape, but with no success.

"I'm sorry, I can't hear you," said Dr. Animo mockingly. "Looks like you've got a frog in your mouth, or is it the other way around."

The mutant frog found the landlord to be distrustful little fly and spit him out against the wall, knocking him out on the floor.

"So close to having what it's rightfully mine," said Dr. Animo as he clenched his fist angrily. "All I need is a few lousy components to finish my work."

" **So whatever you need from hairspray to state-of-the-art electronics,"** said the advertiser on the TV behind Animo, **"you'll find them under one roof at the grand opening of the district's newest mega mart."**

"Ah…," said Animo sinisterly. "Just what the doctor ordered."

Either by sheer coincidence, or just dumb luck, the Tennysons and Angel were shopping in the very same supermarket just on the other side of town. Max led the children down an aisle with Gwen and Angel following behind. Ben had other plans. As soon as his eyes caught the aisle with cereal, he separated from the group and looked for one particular cereal. But that didn't go unnoticed by Angel as she followed Ben closely from behind.

"Sumo Slammer cards, cool," said Ben eagerly and formed a devious plan.

"You really want the gold card, don't you," asked Angel and she got her answer when Ben activated the Omnitrix.

Meanwhile, Max and Gwen stopped at one of the nearby aisles as the elderly man checked on a can of octopus chunks.

"Hmm, only canned octopus," said Max disappointed. "I thought this store prided itself on wide selection."

"Uh, grandpa," said Gwen hesitantly. "No offense, but can't we have a normal dinner for once? You know, one that doesn't involve stir–fried tentacles."

"Heh, nonsense," chuckled Max amusingly. "Now, where do you suppose they keep the sheep's bladder?"

Gwen groaned and just as she was about to follow Max, she noticed a green flash of light out of the corner of her eye, followed by the sound of reckless rummaging. Neither of them was a good sign.

"Ben," called Gwen suspiciously.

Gwen followed the source of the green light, turned to the cereal aisle and gasped in horror at the scene. Nearly every box of cereal in the row had been knocked off the shelves and had their tops ripped off, which was impressive considering it had been only a few seconds. What Gwen didn't expect to see was Angel ripping off the top of one of the boxes.

"Angel, what are you doing," Gwen asked angrily. Gwen's voice caused the 8–year–old to jump and turned to the redhead.

"I was just helping," said Angel with a worried expression.

"And who were you helping," asked Gwen. Before Angel could respond, the girls heard a tiny voice coming from one of the boxes.

"Ah man, another red card," said the voice. Gwen picked up the box, stuffed her hand inside and wrapped her fingers around a small creature.

"Gotcha," said Gwen victoriously. She pulled her hand and glared at the four–inch, frog–like, grey–skinned alien with big green eyes wearing a white jumpsuit with a black strip and the Omnitrix on his back. "What do you think you're doing?"

"Uh, looking for the gold Sumo Slammer card, duh," said Grey Matter sarcastically.

"You're supposed to use your powers to help people, not find some stupid card," scolded Gwen. "Not to mention in how much trouble you and Angel will get!"

Just then, the trio heard someone clearing their throat behind them. Gwen grimaced as she turned around, making sure to keep Grey Matter hidden behind her back. Angel got scared and hid behind Gwen and grabbed one of Grey Matter's arms, careful not to squeeze too tight. One of the store's employees, Regis, looked very unhappy.

"Just what do you think you're doing, young lady," asked Regis as he managed to see only Gwen.

"It wasn't me," said Gwen. "It was my doofus cousin and–".

"I don't care who did it, someone has to pay for all this," said Regis.

Later, Ben, Angel and Gwen found Grandpa Max in the back of the store, dumping Sumo Slammer cereal boxes into their cart.

"So why are we buying all this cereal," asked Max interrogated.

"Well, we would have only had to buy the one I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt," said Ben angrily.

"Hello," Gwen snapped back. "You were trashing the entire cereal aisle just to find some stupid peace of card."

"Ben, now I appreciate how much this card means to you, but aren't you getting a little obsessed," asked Max.

"Maybe you're right, grandpa," said Ben. "I don't deserve a gold Sumo Slammer card. It's not like I saved people from a burning building last night or anything."

"Superhero guilt," asked Gwen. "That's pretty low."

"Hey, whatever it takes," said Ben innocently.

The group moved on to the rest of the store. As they were walking by the electronic section, Ben noticed a standee and a display case for the Sumo Slammer's franchise. He paced over to the case gleefully, ignoring Gwen's glare.

"Whoa," said Ben gleefully. "Sumo Slammer cards – complete set."

"Let's check out the pet department," suggested Max. "Angel, why don't you stay here and keep Ben company?"

"No problem, Max," said Angel happily as she went up to Ben.

"Please tell me you're looking for our breakfast," Gwen pleaded with her grandpa.

Angel watched them disappear and went up to Ben, who was looking at the complete set of Sumo Slammer cards.

"Someday you'll be all mine," said Ben to the card like he was obsessed.

Angel was about to put a hand on his shoulder when the ground suddenly started shaking, which took Ben's mind off the card. A thud echoed moments before the round quaked each time, knocking the items off the shelves. Sensing the tremors were getting closer, Ben instinctively grabbed Angel's arm and pulled her behind the display counter before the wall exploded inwards. Angel laid on the floor with her hands over her head, about to cry, while Ben took the chance and peeked around the corner, seeing Dr. Animo on his mutated frog.

"Whoa," said Ben in amazement.

The sickly–looking scientist looked down for what he wanted, jumped down from his seat on his frog, pulled out a dirty pillowcase and started stuffing it with packaged machine parts. That was the moment when Ben decided to be the hero and jumped out in the open before Angel could grab him. Dr. Animo noticed the spry boy and leered through his red–lensed goggles.

"Hey, what do you think you're doing," asked Ben.

Instead of answering the boy's question, Animo snapped his fingers and his mutant frog lashed its tongue at Ben. The young Tennyson boy ducked his head out of the way in time, but the mutant's tongue whipped the display of boxes behind him and brought the whole thing tumbling down on top of him. Luckily, the display was only of empty boxes, so there was no harm done. Ben crawled out of the cardboard box avalanche and looked up as Dr. Animo looked at him threateningly.

"Don't be a hero, kid," said Animo warningly. "Just run along and play."

Ben looked at the Omnitrix which was still recharging after his stunt at the cereal aisle.

"You're so lucky I can't go hero," muttered Ben annoyed.

Dr. Animo chuckled at the amusing threat and hoisted himself back on his mutated amphibian just as the store security showed up.

"Freeze," said the security weakly, realizing there was a giant, four–eyed horned frog in the middle of the electronics section. "Get down from that giant…frog…thing and put your hands in the air." Dr. Animo scoffed and silently commanded his pet forward, leaping over the security guards and bouncing off to another section of the store. The security guard pulled out his walkie–talkie, watching the pair go in disbelieve. "Uh…we have grab and dash at electronics. Five–foot–six riding on a giant frog or–or toad – trust me, you can't miss him."

"Ben," shouted Angel as she went up to the boy and hugged him. "Are you alright? You're not hurt, are you?"

"I'm fine," said Ben as he hugged her back. "But right now, we need to find grandpa and Gwen."

The other two Tennysons were in the pet section at the other side of the store. Max was looking at his shopping list while Gwen was playing with a hamster.

Just then, Dr. Animo arrived and used his Transmodulator on the hamster and on a parrot. Ben and Angel arrived and saw the new mutations. Gwen and Max went running as the giant hamster chased them and had them cornered soon after.

"Oh man, what kind of pet food they sell here," asked Angel as she hid behind Ben.

"Behold the genius of Dr. Animo. Nothing can stop me from getting what I deserve," said Animo. "Today I will make history, or should I say – pre–history."

"I'm starting to think you shouldn't have gone alien to look for that card," said Angel with fear.

"I don't need to go hero to stop an overgrown fur ball," said Ben as he went up to a scooter, put on a helmet and threw a ball at the giant hamster, which caught its attention. The two raced through the store's aisles before the hamster pounced, knocking over several jars of mustard. Ben then skated over the hamster, the shelf acting as a ramp and the hamster almost ate Ben like a Piranha Plant. Ben then landed on another shelf and it tipped over, trapping the hamster underneath the two shelves as Ben took off his helmet.

Angel, Gwen and Max walked by as the hamster collapsed from exhaustion.

"Uh–huh! That's right. Not even giant hamster can mess with Ben Tennyson," cheered Ben.

Then, Dr. Animo's frog landed near them.

"You fools! You can't stop me! I'll turn Washington D.C. into Washington _B.C._ ," said Animo as he leaped on the giant parrot and flew away, with the frog following them.

A couple of store employees walked to them. "You saved the store! If there's anything I can do to repay you, just say so. Anything you want!"

Ben smiled as he thought about the gold Sumo Slammer card, but before he could say what he wanted, Max picked him up.

"Grandpa! I was finally about to score the Gold Sumo Slammer card," complained Ben.

"No time for that now, Ben. I've got a giant parrot to follow," said Max as he went for the RV.

Gwen smirked as Ben looked disappointed and followed them. Angel, on the other hand, saw the sad look in Ben's eyes and went up to one of the store's employees.

Later, after night had fallen, the Rust Bucket was still chasing Animo, who was riding his parrot.

Ben was in the front seat, looking irritated that he wasn't able to get the Gold Sumo Slammer card. Meanwhile, Angel was looking thoughtful at Ben and then at her hand where she held the item Ben had been looking for – a Gold Sumo Slammer card, and Gwen was researching the team's foe on her laptop.

Max smiled at the chase that was going on.

"Ah, just like the good old days before I retired," said Max reminiscently.

"So, exactly what kind of plumber were you, grandpa," asked Gwen suspiciously.

"I – uh – a darn good one," sputtered Max evasively.

"Did you say 'plumber'," asked Angel.

"Yeah, why," said Max.

"It's just, my dad used to be a plumber, too," said Angel.

"Really," asked Gwen. "Maybe grandpa and your dad know each other."

"Uh – hey, Ben, what's the matter," Max asked his grandson almost too quickly, like he was trying to change the subject on purpose.

"I saved an entire Mega Mart from becoming hamster's chew toy and what do I get? Nothing," complained Ben. "It's not fair!"

"Being a hero isn't about others you did something good, it's about _you_ knowing you did something good," explained Max. "Being a hero is its own award."

"Were you reading the greeting cards at the Mega Mart," asked Ben.

"Well yes," answered Max.

Gwen then gasped as her laptop beeped. "Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out, he was doing all kinds of twisted genetic experiments where he was mutating animals. And when he didn't win his big price called the Verities Award, he flipped out." She then turned to her cousin with a smirk. "Anything about this sound familiar, Ben?"

Max looked out the window and saw the parrot make a left turn behind some buildings.

"We've lost him. He could be anywhere in Washington D.C.," said Max.

"Or Washington B.C," Angel stated.

Ben perked up at the 'B.C.' part. "That's it! I know where he's going!"

"The Natural History Museum," said Ben as the four were standing in front of the said monument. Ben then leaned down and picked up a giant feather, obviously from the giant parrot.

"Something tells me we're on the right track," said Max. "Good thinking, Ben."

"Guess even a doofus can surprise you once in a while," complimented Gwen.

"And you should know," said Ben as they walked inside.

The group made their way into the B.C. section of the museum when Angel picked up something from one of the stands. It was a chip from Mega Mart.

Then they saw Animo by the mastodon figure who sensed them behind him. "You're very persistent. I hate persistent!"

"We know all about your freakazoid experiment, Dr. Animo! It's over," said Ben.

"Oh, but it's only just begun. You see, I only needed a few components to push my work into Phase 2. Reanimation of dormant cells," explained Animo.

"Uh, does this guy come with subtitles," asked Ben.

"Wait a minute. That means –," started Max.

"That means bringing back to life into that which has been long since lifeless! Observe," said Animo as he adjusted the dial on his Transmodulator and fired at the mastodon, which came back to life with glowing red eyes and then stepped off the stand as Ben, Angel, Max and Gwen stepped back in horror. "Behold the genius that is Doctor Animo!" He then ran away to another part of the museum.

"Please tell me the watch is recharged," Angel said hopefully to Ben.

"You bet it is," answered Ben as he looked at the Omnitrix and turned his attention to Angel, Gwen and Max. "You guys get Animo. I'll take care of Jumbo." Ben activated the watch, slammed the hourglass and was surrounded in green light. When the light faded, in Ben's place stood Shocksquatch.

"I'll give this mammoth a shock it won't forget," said Shocksquatch as he charged towards the mammoth and punched it with an electrifying fist which pushed the mammoth back. As much as Angel, Max and Gwen wanted to stay, they knew they had to go after Dr. Animo.

The trio chased Animo into the next room only to have their path blocked by the mutated cockatiel. Angel noticed a bone lying nearby and threw it at the cockatiel which caught its attention and glared at the 8–year–old girl.

The mutated avian charged towards Angel, but Gwen got in its way with a spear in hand. The redheaded Tennyson confidently approached the avian as she twirled the spear in her hands with great coordination, making the cockatiel twitch uncomfortably. Once she had reached a good enough distance, Gwen gripped the spear's end and slammed it on the bird's head. The mutated avian squawked and stumbled deliriously, then Gwen went in for the finishing blow by spinning around and breaking the spear across the cockatiel's face. In panic, the mutated bird ran away with its tail feathers literally between its legs.

"Ben's not the only one with skills," said Gwen proudly; Max stared openmouthed at his granddaughter.

"Thanks, Gwen," said Angel thankfully.

"No problem," said Gwen. "Come on, let's get Dr. Freakazoid."

The trio got into the next room. Dr. Animo noticed them coming in and smirked before turning his makeshift machine on the gigantic dinosaur display in front of him. The red energy struck the prehistoric skeleton, materializing flesh sinew to fill in the empty space. Soon, the trio were staring in horror at the monster known as T–Rex, though several chunks of its flesh were missing, but that did nothing to take away its deadliness.

Back in the other room, Shocksquatch was thrown clear across the chamber and smashed into a wall. The alien yeti fell on his hands and knees, glaring at the reanimated mammoth.

"This is gonna be harder than I thought," said Shocksquatch to himself. Shocksquatch fired electricity at the mammoth which caused it to stumble a little as Shocksquatch grabbed one of its tusks, but the mammoth shook off from the electricity and easily lifted the Gimlinopithecus off the ground and tossed him into the air, sending him flying into the triceratops bone display. "I had enough of this."

The reanimated mammoth charged towards Shocksquatch, but this time the Gimlinopithecus managed to grab the mammoth by trunk and send a powerful electric charge through the mammoth's body. The mammoth screamed in pain as Shocksquatch spun it around in circles until the furry beast was no longer touching the floor. After multiple rotations, Shocksquatch released his grip and flung the mammoth across the room. The massive furball slammed into the upper edge of the doorway, breaking off large pieces of stone that hit the mammoth when it hit the ground.

Back with Shocksquatch, the electric yeti was hobbling around dizzily and holdin his hand over his mouth.

"I think I'm gonna hurl," groaned Shocksquatch, before he felt the bile rising up to his throat.

Angel, Gwen and Max ducked underneath the T–Rex's tail before it slammed into the wall next to them. Dr. Animo climed on the dinosaur's neck and the two made their way to the exit with every earth–shaking stomp.

"I'd love to stay, but I need to claim the award I so richly deserve," said Animo.

The T–Rex lowered its head to fit under the entryway, but the rest of its body was too massive to fit through, so the walls crumbled around them as they made their exit. The trio could only stand and watch through the hole in the wall until they heard a familiar avian screech and spun around. The mutant cockatiel was back and it wasn't too happy to see Angel and Gwen again. The massive bird swooped down, grabbed the girls by the shoulders with its talons and flew out of the museum with its preys screaming in its claws. Max wanted to chase after the cockatiel, but the avian was too high so he went with the next best thing.

"Ben," called Max.

The instant he heard his human name, Shocksquatch came from around the corner, dashed out of the hole and fired electricity on the ground behind him to launch himself high into the air. Max noticed a note that was left behind, picked it up and pondered.

Up in the air, Shocksquatch managed to reach the mutant cockatiel and grabbed a bundle of its feathers, which made the avian squawk in surprise.

"You're not getting away with the annoying Gwen and cute Angel, birdy," said Shocksquatch.

"Did he just call me 'cute'", Angel asked Gwen.

The giant avian managed to shake off the alien sasquatch as the watch began to time out as he fell to the earth. Luckily, he was still transformed when he hit the ground, leaving a crater as the watch timed out in a flash of red light. Ben crawled out of the crater to see the parrot fly away with his cousin and friend in tow.

Gwen, Angel," cried Ben.

Max arrived in the Rust Bucket almost immediately.

"Somebody call for a taxi," said Max.

Ben wasted no time and jumped into the RV before Max slammed his foot on the accelerator.

"Spend a summer with your grandpa, honey. It'll be an adventure," Gwen mocked her mother with a deadpan look and her arms crossed as the cockatiel flew away, grasping her backpack with its claws.

"I hope Ben is OK after a fall like that," said Angel.

"I'm sure he is," said Gwen.

Meanwhile, on the ground, the T–Rex roamed through the streets, throwing the civilians in panic as they ran away from it as it crushed a bus with its feet. Then, it let out a terrifying roar.

"I do love my work," said Animo from the beast's neck.

The mutant cockatiel had moved Gwen from its talons to its beak, however, Angel was still in its talons.

Both girls were freaking out when Gwen came up with an idea. She pulled out her cellphone from her pocket.

"Well, my mom said to only use it in emergency," said Gwen as she dialed a number and held the phone to her ear. "I guess this qualifies."

The Rust Bucket sped through the streets as Ben and Max looked for the parrot.

"No sign of beak breath," said Ben as he was looking from the window.

"There can't be that many places for a parrot the size of an elephant to roost," said Max before handing Ben a note. "Here, look at what Dr. Animo left behind."

Ben took it and looked at it. _"Dr. Kelly accepts Verities Award."_

"He's finally gonna pick up his award," said Ben. "We've got to stop him!"

"First thing's first. We've gotta find Gwen and Angel," said Max.

Then, the phone on the dashboard rang and it showed that Gwen was calling them.

"Gwen," they exclaimed.

"Hang on, girls. We're coming," said Ben.

Angel and Gwen were hanging to the monument's flagpole for dear life.

"I can't hold on much longer," said Gwen as lost her grip of the phone, which came pummeling down to the earth.

The RV came with a screeching halt in the shadow of the monument, and Ben and Max rush out of the Rust Bucket to see the phone smashing into pieces.

"Oh no, Gwen and Angel are next," said Max worried.

Ben looked at the Omnitrix and felt relief when the watch's faceplate glowed green. He wasted no time in raising the core and cycled through the aliens until he found the right one.

"Not if I can help it," said Ben. "It's hero time!"

He slammed the hourglass and was surrounded in bright green light. When the light faded, in Ben's place stood an alien that had a bug/insect body and four insect-like flat legs with two arms, whose hands were human – style ones with a black coloration, similar to fingerless gloves, and had three clawed fingers. He had four pedunculated eyes that were pretty small and yellowish–orange in color. The eyes were linked directly to the sides of his huge black head. His wings were very fragile with lines on them. His limbs were a brown–greenish color and his wings werere light green. He wore the Omnitrix symbol on the top of his forehead.

"Just what I wanted," said Stinkfly happily and flew upwards just as Gwen and Angel lost their grip on the flagpole and started falling down, only to be saved by Stinkfly.

The girls looked at each other and then at what had caught them, and saw the insectoid alien.

"Butterfly," asked Angel.

"That's Stinkfly," said Stinkfly.

"Does it matter," asked Gwen. Anyway, thanks for the safe, but – INCOMING!"

Stinkfly turned around as the mutated bird swooped down from behind and snapped its beak at Stinkfly's tail, but the Lepidopterran pulled up and dodged at the last second. The mutant cockatiel curved around the air, flying in a direct course for Stinkfly. The Lepidopterran pulled up sharply at a vertical angle, which scared the living things out of Gwen, but Angel was screaming in excitement, which surprised the redhead.

"You're actually enjoying this," asked Gwen.

"Yeah," said Angel. "It's like a rollercoaster without the rails."

"Hold on," said Stinkfly as he looped back around behind the Washington Monument with Animo's flying pet close behind.

Stinkfly did a quick barrel roll, let go of Gwen and Angel, and stopped spinning to let the girls land safely on his back with Gwen landing behind Angel. The mutated flying monster glided in from the side and snapped its talon at the trio, only just missing when Stinkfly did a quick dive out of its reach.

"Watch the nails there, polly," yelled Stinkfly.

The flying beast screeched and flapped harder to increase its speed; Stinkfly doing the same. But unfortunately Gwen was not feeling so well as the high speed was making her stomach very uncomfortable.

"Ooh, I think I'm gonna be sick," said Gwen queasily.

"Spew on me and you better learn how to fly quick," said Stinkfly before pulling a sharp turn and headed back to the monument.

"This is the best ride I've ever been to," said Angel.

"At least someone is having a good time," said Stinkfly.

Meanwhile, Max had made his way to the top floor of the Washington Monument.

"Like it would've killed the Founding Fathers to install an elevator," said Max, gasping for breath in exhaustion. Soon, he looked to see the fight from the window.

Stinkfly saw his grandfather leaning out of the window signaling him.

"I can't shake cracker breath," Stinkfly told Gwen and Angel.

"Trust you," repeated Gwen incredulously.

"I trust you, Ben," said Angel as she gave Stinkfly a quick hug.

"At least someone treats me nicely," said Stinkfly.

Then, Stinkfly stopped in the air and let Angel and Gwen fall forward off his back. Stinkfly snatched them by their shoulders before they could fall too far before looping up into the air and going for a sharp dive on the side of the monument. The Lepidopterran saw Max holding out his arms waiting to catch them and dropped off Angel and Gwen in the split second when they crossed each other. Max held the two girls with all his strength. Gwen felt relieved for the first time since the incident at the museum…until the mutant bird started flying towards them.

Dr. Animo's pet opened its beak to devour them, but Stinkfly grabbed the giant bird and slammed it against the wall and the giant avian crashed hard on the ground.

"You guys OK," asked Stinkfly.

"Go, stop Animo before he hurts anyone else," shouted Max.

"We'll be fine. Don't worry," said Angel.

"Speak for yourself," said Gwen, who was feeling a little better.

Stinkfly silently nodded in agreement and flew off into the night sky.

At Kelly Industries, Dr. Kelly was giving a tour to two visitors. They were at the trophy case where he was presenting the Verities Award that he won.

"And here is my Verities Award," said Kelly. "Of course it was an honor just to be nominated along with a group of distinguished scientists."

Suddenly the room shook violently like an earthquake. And then, Dr. Animo and his T–Rex burst through the window, shattering it to pieces. The Tyrannosaurs stopped as Animo glared down at his rival.

"Kelly! I believe you have something of mine," said Animo as he jumped down for the dinosaur and seized the award. "I'd ike to thank the committee for this honor!"

Then, when the T–Rex was about eat Kelly alive, Stinkfly came in and slammed the dinosaur across the face. The giant beast retaliated by slamming him with its tail and Stinkfly collided with the wall and slumped to the ground, dazed.

"Now I know how that elephant felt," said Stinkfly.

The insectoid alien then noticed the T–Rex picking up Kelly by the jacket of his suit as the other scientists stood back helpless.

"Somebody help me," screamed Kelly.

"Just when I thought this hero stuff will be easy," said Stinkfly as he took off, causing another rock slide.

The T–Rex tossed Kelly up and opened its jaws to eat him, but just before Kelly landed in them, Stinkfly flew by and caught him.

What are you pest," asked Animo as he glared at the Lepidoperran.

"I'm Stinkfly! And I'm here to kick some tail," said Stinkfly as he set Kelly down.

Dr. Animo fired his Transmodulator beam. Stinkfly flew out of the way, but the mad scientist followed the flying alien with his red energy beams, growling in frustration that the Lepidopterran always managed to keep one step ahead of him.

Stinkfly got behind Animo and fired streams of slime from his eyestalks that struck the T–Rex in the side of its face, which distracted the scientist.

Using the moment, Stinkfly punched Animo across the face which caused Animo to stumble back as he dropped the trophy.

"No," shouted Dr. Animo helplessly as the award shattered on impact with the floor.

"I'll take that," said Stinkfly as he snatched the device from Animo.

"My Transmodulator," shouted Dr. Animo.

Stinkfly then tossed it against the ground, causing it to send out a wave that reversed its effects. The Tyrannosaurs slowly decomposed back into a skeleton and it broke apart on top of Animo.

Back at the Washington Monument, Max and Gwen backed up helplessly as the mutant parrot cornered them. Suddenly, the wave hit it and it reverted back to a normal parrot that perched on Gwen's arm.

"Don't even try to kiss up to me now," said Gwen.

In the morning, Ben, Angel, Gwen and Max stood with a smirk as the cops took Animo away.

"Let me go! I deserve that award! I've got it coming to me! I want it," shouted Animo as he was loaded in the police car.

"For some reason, that sounds kind of familiar," said Ben as he came up to the car.

As the Rust Bucket rode away, the kids were discussing their adventure in Washington D.C.

"I didn't get that Gold Sumo Slammer card, but at least I snagged a trophy from Animo," said Ben as he placed a piece of the Transmodulator into a cardboard box, which he was now going to use as a Trophy Box. "Besides, saving the city from Doctor Wacko is its own award."

"Don't forget you saved Angel and I," said Gwen, smiling. "Thanks!"

"By the way, Ben. I have something for you," said Angel as she showed Ben a Gold Sumo Slammer card, much to the boy's shock as he took it.

"Where'd you get it," asked Ben.

"Well, I –," started Angel, but was interrupted by Ben.

"You know, don't answer that. It doesn't matter," said Ben as he gave Angel a huge hug. "You're the best friend in the world!"

"And you're the best hero in the world," said Angel as she hugged Ben back, smiling.

To be continued…

 **There you go, guys. I finally managed to finish this chapter. And trust, it took me even longer to write the first one. Anyway, sorry for the long wait. I had some health problems, so I hope you'll forgive me. I'll start writing the next chapter tomorrow and I'll try to post it by the end of the month. I hope you liked this chapter. Please share your thoughts in the reviews or send me PMs** **and I'll see you all soon I hope. See ya, guys.**

 **R &R**


	3. Chapter 3

Ch.3: The Krakken

Late at night by the lake with a full moon in the sky, Ben was wearing his blue swimsuit and ran up to the lake. "Cannonball!" He dived into the lake before surfacing and spitting the water out. "And he scores: Yes! Perfect 10! Yeah! *Imitates crowd cheering* and the crowd loves him!"

Angel and Gwen were standing on the boardwalk as Angel giggled and Gwen sighted.

"A perfect dweeb is more like it," said Gwen.

"Come on! Dive in," Ben encouraged.

"Are you kidding me? Please! Who knows what slimy nasty things are slithering around in there," asked Gwen as she shone her flashlight on Ben. "I rest my case."

"That was uncalled for," said Angel as she crossed her arms.

"What's the point of camping by a lake if you're scared to get wet," asked Ben as he splashed the girls.

"Knock it off, midget," complained Gwen before walking away.

"Hey," shouted Ben as he started flailing in the water. "What's happe–?" He then fell below the water as if drowning.

"Very funny, Ben! I'm not falling for it," said Gwen, not convinced at all.

"Gwen, I think he really is in trouble," said Angel worried as she got near the edge of the boardwalk.

Gwen walked back concerned and the girls saw bubbles rising up out of the water with the look of concern. "Ben?"

Then, a monster rose from the water and let out a screech (just like the one Dr. Animo's mutated parrot), which scared the two girls. Angel screemed in horror and hid behind Gwen, who fell on her butt and dropped the flashlight. The light shone at the monster whose upper part of the body was covered with seaweed, mainly its shoulders, revealing to be a combination of a rooster and a hawk. It had sharp black claws on his toes and talons on his hands, as well as two larger talons protruding from its arms. It had a short yellow beak. It was covered in brown feathers and also has a white-brown mohawk and belly. It also wore a green mask, a green belt with a white stripe, black underwear, and a strap vest. What caught the girls' attention was the Omnitrix symbol on the vest hooker. Ben called this form Kickin Hawk.

"Not funny, Ben," said Gwen as she stood up and glared at her cousin, Angel doing to same.

"You should've seen the looks on your faces! Ha, priceless," laughed Kickin Hawk as he pulled the seaweed from him.

"What's wrong with you!? Do you have any idea how worried I was!? I thought that you really were attacked by something in the lake, but it was just a prank!? I never thought you would do something like that" shouted Angel as she ran to the RV, crying.

"Look at what you've did, Ben! You're in so much trouble when I tell grandpa," Gwen glared at her cousin and followed Angel to the Rust Bucket.

"Come on, it was just a little joke," said Kickin Hawk innocently. "I think I overdid it a little."

Then, a giant green–scaled monster with two tendrils coming from its mouth and a long neck rise up from out of the lake, causing Kickin Hawk to look at it in horror.

"I should've seen this coming," said Kickin Hawk.

 **(Theme song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'till he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

The lake monster stared down and the humanoid/hawk–like alien before grabbing Kickin Hawk with one of its tendrils and tossing him across the lake. Kickin Hawk surfaced and looked around for the monster before being grabbed by a tendril pulled down deeper into the lake and soon, Kickin Hawk was staring at the biggest blue eye he has ever seen.

Kickin Hawk gasped and 'stabbed' his beak into the tendril. The giant monster released Kickin Hawk from its grasp as the humanoid/hawk–like alien used his powerful kicks to hit the tendril in several places before swimming back to surface. Kickin Hawk got out of the water as fast as possible and made his way to the Rust Bucket, and loudly opened the door.

"I was just…attacked by a giant…lake monster," said Kickin Hawk as he panted. Gwen threw one of her pillows at him.

"Hello, current events," said Gwen tired. "You already got me and Angel with that one,"

"But I'm not kidding this time," Kickin Hawk argued desperately. "I swear!"

"Come on, champ, jokes over," said Max stifling a loud yawn.

"But I–," sputtered Kickin Hawk.

"Just go to sleep, Ben," said Angel harshly.

"Remember, we've got an early day tomorrow for our fishing trip," said Max, before drifting off to sleep.

The Omnitrix timed out, turning Ben back to human. The Tennyson boy was disappointed that no one believed him.

The next morning, the four were walking towards the dock with Ben trying his best to explain his encounter with the lake monster the previous night. Max was holding a fishing rod and a cooler for the fish they were going to catch.

"No really," exclaimed Ben. "It was humungous with huge blue eyes."

"I'm sure it was just some kind of a big fish," said Max. "That's all."

"Yeah, so give the mega–fish story a rest, will you Captain Dweeb," asked Gwen.

"You believe me, right," Ben asked as he turned to Angel.

"The only monster I saw last night was you as Kickin Hawk," answered Angel harshly.

Ben sighed and walked ahead of the group, and noticed a bucket of live worms. He then smirked devilishly, grabbed a handful and showed them to Gwen, disgusting her.

"Breakfast," asked Ben.

"Oh, Ben. Gross," said Gwen.

"What's with the bucket of worms," asked Angel.

"Bait," explained Max.

"Yeah, well, I think I'm gonna pass out the fishing thing," said Gwen. "I'm gonna stay here and catch some sun instead. Angel, wanna join me?"

"Thanks, Gwen, but fishing sounds kind of fun," said Angel. "I'll just pretend Ben is not there."

"Wow, you're really mad at him," said Gwen.

"Yeah," said Angel. "Well, have fun catching sun."

"Thanks," said Gwen as she walked away.

Ben, Max and Angel turned to the boat behind them, where the captain was preparing to go out. He wore a beige long–sleeved shirt and a white and red cap.

"Captain Shaw," addressed Max.

"Who wants to know," asked the captain.

"I'm Max Tennyson and this is my grandson, Ben, and our friend, Angel," said Max as Ben and Angel waved. "We charted your boat today for a fishing trip."

"Well, what are you waiting for, an engraved invitation? Get aboard," said Shaw as he turned to the controls. "I ain't got all day."

"That guy is not very kind," said Ben as he, Angel and Max climbed aboard as the boat left the docks and headed out in the lake.

As the boat continued on, Max turned to Shaw, who was driving the boat.

"Anything interesting to catch there today," asked Max.

"More than you can possibly imagine," answered Shaw. He then turned to Ben, who was looking out over the boat and into the water. "Looks like your boy is using his breakfast as chum."

Ben had put on a life jacket for safety as he gazed out into the water.

"Ben, you feeling OK," asked Max as Ben stood up.

"Yeah, I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time," said Ben as Max raised an eyebrow at what Ben just said.

Ben looked out and saw something unusual and gasped. "There it is!" But as the boat passed it b, Ben realized it was just a fallen tree branch with a discarded cooler stick in it. "Oh. My bad."

"Ben, this is a fishing trip, not a monster hunt," addressed Angel.

"It's called the Krakken," said Shaw.

"Whoa. You know about it," asked Ben.

"It's my business to know about it," answered Shaw as he showed a picture he took at the lake. The picture had a shadowy figure under the water, as if it was the monster that Ben encountered before. "I've been on its tail for years. Folks say my rudder's not right."

"Why doesn't that surprise me," asked Max.

"Sightings go back hundreds of years on this very lake," explained Shaw. "Some say it's a myth. Not me. I can take you to the spot I personally laid eyes on the beast. That is if you have the stomach for a _real_ adventure."

Ben beamed up at his grandfather hopefully and Max sighted in defeat.

"I guess," said Max.

"Yes," said Ben happily.

"I guess it'll be fun," said Angel.

A bit later, Shaw showed the trio the controls equipped on his boat to help him catch the Krakken.

"Sonar, hi–def video setup, ultrasound, I got it all," said Shaw. "And I _will_ find it! Mark my words. It can't hide forever."

Ben stared in wonder before Max took him aside to have a word with him, Angel following them.

"Ben, I don't want you to put too much stock in what Mr. Shaw says," said Max. "I don't think he has both oars in the water if you know what I mean."

"Why? Just because he saw the Krakken, too," asked Ben with an upset tone. "I'm telling you this and I'm not crazy," said Ben as he walked to the other side of the boat.

"That talk could've gone better," Angel said to Max, who nodded.

Later, the boat had stopped as in front of them were a few buoys floating in the water held together with a line that said 'Do Not Enter' forming a barrier over the further area of the lake.

"'Do Not Enter'," asked Shaw surprised. "What's going on?"

"Looks official. Maybe we should turn back," said Max.

"Nonsense. This is my lake and I'll go wherever I–," said Shaw, but he was interrupted.

"Fishing boat. Stop where you are," said a male voice.

The four looked over and saw a big blue and white boat with a few men on it. The initials F.O.F. were written on the side of the boat. The men wore blue uniforms with black collars. The leader had brown hair and a goatee, and he stepped up to the edge of the boat with a smile.

"I'm Jonah Melville, founder of Friends Of Fish. We've closed this part of the lake for environmental study," explained Jonah. "You'll have to turn your boat back."

"Who's gonna make me, fish–hugger," asked Shaw angrily.

"Well, since I charted the boat for the day, I believe I'm in charge. Isn't that right, Captain," said Max as Shaw sighted in disappointment and walked off muttering to himself.

"But what about the Krakken," asked Ben.

"Ben, just because the Captian has seen it, doesn't mean it's real," said Angel.

"Your friend is right," said Jonah as laughed. "The Krakken is an old fish story. Now look, I'm a marine biologist and anyone who tells you they've seen a monster in this lake is fishing without a hook." Then Jonah and his crew walked away.

Later, the Friends Of Fish boat was leading Shaw's boat back to the docks with a very disappointed Ben. Suddenly, Shaw's sonar picked up a signal from under the lake.

"The sonar! We've found something," exclaimed Shaw.

"Or something found us. Look," said Ben as he noticed a fin that was scraping the surface of the lake, heading straight for the boat.

Angel, Max and Shaw looked to where Ben was pointing at and saw the fin coming for them.

"Please tell me that's not what I think it is," said Angel with fear.

The fin then went back under the water. Then, a giant shadow moved directly under Shaw's boat, shaking it violently.

"It's headed for the docks," exclaimed Shaw.

"Gwen," shouted Ben, Max and Angel together.

As the Krakken was heading for the docks, Gwen was resting on the edge of the docks, kicking her feet.

"Aw, finally a little sun," said Gwen not suspecting the incoming monster. "And with Ben nowhere in sight, I can just sit back and relax.

Shaw then rang out his horn to warn the people at the docks.

"How many times does he think I'm gonna fall for this," asked Gwen when the Krakken rose up in all its glory and let out a loud shriek and smashed the docks, sending everyone sprawling into the lake. The civilians surfaced, Gwen among them, her soaking wet hair drifting down in front of her face.

"That's _not_ Ben," said Gwen worried.

"I told you it's real! The Krakken lives," said Shaw as he looked from his binoculars.

"Sail now, gloat later," said Max as he turned to Ben and put a hand on his shoulder. "Someone's got to rescue those people."

"Way ahead of you," said Ben as he leaped into the lake, dealing his watch, showing an icon of a fish. "Ripjaws to the rescue." He took a deep breath and dived, before slamming the Omnitrix, but who came out was not Ripjaws, but XLR8.

"Hey! I said Ripjaws, not XLR8! Stupid watch," said XLR8 as he looked over to the people that were swimming away from the Krakken. "Here goes nothing." XLR8 closed his visor and kicked his legs rapidly, eventually rising up. He was so fast that he was able to run on the water. XLR8 managed to grab Gwen and ran her over to the shore.

"You OK," asked XLR8.

Gwen coughed up some water and sighed in relief. "I guess so. Thanks for the safe."

XLR8 nodded before he turned around and zoomed out, splashing his cousin with mud.

"Hey! You did that on purpose," shouted Gwen.

The Krakken swam after the people in the lake to eat them, but XLR8 grabbed them and brought them safely to the shore.

"Get us out of here," ordered Jonah to one of his crewmates, back on the F.O.F. boat, who fired up the engines and engaged the gears, causing the boat to go away, but this didn't go unnoticed by the Krakken as the monster tossed a boat it was terrorizing, and swam after the F.O.F. boat.

XLR8 noticed the shadow going after the boat and ran after it as fast as he could. Soon enough, the Krakken popped out of the lake and roared. The captain tried to turn the boat around, but not fast enough as the Krakken knocked it aside with its tentacle. Just as it was about to hit the boat again, XLR8 zoomed in and created a water tornado, which knocked the Krakken back into the water before XLR8 back–flipped onto the boat.

But then, the Krakken popped up on the other side of the boat and shredded apart a cannery box, which Jonah ran towards in order to protect it.

"No you don't," said Jonah as he and the box were dragged by the Krakken.

XLR8 ran forward, grabbed the tentacle and ran in reverse, pulling the Krakken back, which caused the monster to let go of the box and got freed from XLR8's grip. It tried to grab the box again, but XLR8 ran underneath it and kicked it rapidly in the jaws, which made the Krakken to retreat back in the water.

"Thanks for the hands…and the feet," said Jonah as he shook XLR8's clawed hand.

"What's so important in that crate that you risked your life for it," asked XLR8.

"Uh…our lunch," said Jonah.

"You almost got munched for a few sandwiches," asked XLR8 surprised.

Then, without a warning, the Krakken's tentacle popped up, grabbed the cannery box dragging it into the lake. That was when the Omnitrix began to time out.

"Oh, gotta run," said XLR8 as he ran away and zoomed towards Shaw's boat. "Almost there. I think I'm gonna–," said XLR8 as the watch timed out and Ben came down splashing into the water, near the boat.

"Man overboard," said Max as he turned to Shaw. "Shaw, Ben's overboard!"

"Next time I see you in my sights, you won't be so lucky," said Shaw as he turned the boat around and tossed a net that Ben climbed.

That night, a lot campers were leaving due to the attack from the Krakken. Ben, Angel, Gwen and Max were by a campfire drying off as Ben had a towel around him.

"That's the same thing that tried to munch me last night," said Ben. "Captain Shaw and I were right!"

"Just because he was right about the Krakken, doesn't mean I was wrong about him," said Max.

"You're just being stubborn, grandpa," said Ben.

"Yeah, don't you just _hate_ people like that," asked Gwen.

"We'll leave this one to the experts," said Max. "Like those Friends of Fish guys."

"Experts? Who better to bust a monster than the guy with the monster–busting device on his wrist," asked Ben.

"This is just going to be one that got away, son," said Max.

Then, Captain Shaw walked by and growled to himself. "Low–down, no–good fish–kissers."

"Captain Shaw? What is it," asked Ben.

"The nerve of those enviro–punks! They shut down the entire lake! Nobody tells me where to sail and nobody is gonna keep me away from reeling the catch of the century," said Shaw as he walked away.

Later, Captain Shaw went out on the boat sailing despite the shutting down the lake, but failed to notice Ben who sneaked up on the boat, but the young boy failed to notice Angel also sneaking up on the boat.

Inside the Rust Bucket, Gwen was in her PJs as was Max as she was knocking on the bathroom door, which Ben was supposedly in.

"Come on, Ben," shouted Gwen. "Did you fall in there or something?"

Max then opened the door, revealing the empty bathroom! Max gasped and saw that Angel was gone, too.

On the lake, Shaw's boat came out from the docks when he heard rumbling by the crates. He looked and saw one of them shaking.

"Hey," said Shaw as he grabbed an oar. "No stowaways o my boat, even if you're a filthy rat." He uncovered the crate to see Ben hiding.

"Um, first mate Tennyson reporting for duty, sir," Ben said nervously when they heard a sneeze, coming from one of the other crates.

"Looks like you're not the only one who sneaked up," said Shaw as he uncovered the crate and saw Angel.

"Angel," said Ben shocked to the 8–year–old on the boat.

"Ben," said Angel as she saw him.

"Guess we both had the same idea, huh," asked Ben.

"She's probably been scared deep by our fishy friends," suggested Shaw as he put on his green swimsuit and a snorkel. "Only one way to fish her out: life bait."

"Maybe I should go with you. You know, just in case," said Ben as Angel looked at him with a raised eyebrow.

"No need," said Shaw as he grabbed a harpoon. "I've got all the help I need right here. Wish me luck," said Shaw as he dived into the lake.

"We have to do something," said Angel.

"Yeah," agreed Ben as looked down and then at Angel. "Angel, listen. I need to tell you something."

"And what exactly," asked Angel curious.

"About that prank last night, I just wanted you to know that I'm really sorry for making you worried," apologized Ben. "I didn't mean to scare you like that and I really hope you can forgive me."

"OK, Ben," said Angel. "I can forgive you if you promise me one thing."

"Sure. What is it," asked Ben.

"Never scare me like that ever again," said Angel.

"It's a deal," said Ben as he brought out his hand. "So, friends?"

"Friends," said Angel as she shook his hand and then hugged him as Ben hugged her back.

"OK, now what should we do," asked Ben as he broke the hug.

"Don't ask me," shrugged And.

Ben looked around and saw a diving suit by the crates. "OK. You stay here. I'll back as soon as possible," said Ben as he put on the suit.

"Be careful," said Angel when Ben dived into the lake.

Under the lake, Shaw was swimming through the lake searching for his prey, scaring off a school of fish, breathing heavily. He was then shocked by what he thought was the Krakken, but it was actually an eel.

He then went to a crater below the ocean, which could only be the Krakken's nest and saw a giant ball with veins poking out of it. He analyzed it in thought when a shadowy figure appeared in the clearing and fired his harpoon at it before it dodged, revealing to be Ben as he sighed.

Shaw gestured Ben down to the nest before going up for some air. But as he went up to his boat, he saw a black boat near his before he was grabbed and thrown violently on the boat's floor to see a group of men in diving suits, one of them holding an unconscious Angel over his shoulder.

"Don't you know night–diving is dangerous, old timer," asked the leader. "Unless, of course, you went with a friend."

"I work alone. I ain't got no friends," said Shaw.

"Oh yeah? How about this girl," asked Shaw as he pointed at Angel.

"She just someone I met today," said Shaw.

"Men with a sparkling personality like yours," the leader smirked as Ben came out of the water and gasped as he saw the divers.

"I ain't got anything worth stealing, either," said Shaw.

"Ah, but have us all wrong. We want some information, like what did you see down there," asked the leader.

"Nothing. Same as always," said Shaw.

The leader then punched Shaw unconscious before he removed his mask, revealing to be Jonah, much to Ben's shock.

The young Tennyson boy looked at the Omnitirx which was still recharging. "Come on, work."

"Take those two here with us," Jonah commanded his assistants. "Find out what they know back at the cannery. We'll come back here later with a mini–sub for the rest of the eggs." He then tossed a tracking device to the bottom of the lake, down to the nest. "In the meantime, I think his boat just got lost in the sea." Jonah threw a bomb on Shaw's boat, destroying it instantly as the F.O.F. boat sped away.

Ben dove underwater, avoiding the debris and looked at the watch which was green. Ben activated it and got Stinkfly's silhouette.

"It's hero time," smirked Ben.

On the F.O.F. boat, Jonah's assistants saw a shape forming in the sky.

"Is that a bird," asked one of them.

"Nah. Looks like a plane," said the other before Stinkfly showed up in the sky, glaring.

"It's a bug," shouted Jonah. "Man the harpoons."

"Give it up," shouted Stinkfly. "You're totally busted."

The sailors hooked up two harpoon guns and started firing at Stinkfly before he shot them with slime. Jonah angrily flipped a few switches, dropping charged barrels into the water.

"Oh boy," said Stinkfly before Jonah blew the barrels up. He was able to through a few before one blew up a tree, surprising him and sending Stinkfly sprawling into the lake. He tried to fly again, but found himself unable to. "Oh great! My wings are too wet for take off!"

The boat went around with an angry look in Jonah's eyes.

"Let's squish that bug once and for all," said Jonah.

Stinkfly swam away from it until he reached a log and climbing on top of it before flapping his wings in a hurry. "Come on! Come on! Dry off." Jonah's assistants fired at Stinkfly with the harpoon guns.

The Lepidopterran then spotted a tree branch above them and fired a steam of goo from his mouth, sticking to the branch. Stinkfly swung away from the log just as the boat ran over it, almost killing him as he landed on the tree branch, leaving Jonah and his men confused as the used flashlights to try to spot him, but Stinkfly covered behind the tree as Jonah shown on his area.

Jonah the spotted a fin going underwater.

"It's getting too crowded," he said. "Dump the trash overboard."

When Jonah's men grabbed the unconscious Angel and Shaw, the young girl came to conscious and saw that Jonah's men were about to throw her and Shaw in the water.

"Hey, let me go," said Angel as she struggled to get free.

"If you say so," smirked one of the men and carried her to edge of the boat.

Stinkfly shook the last of the water from his wings as the men tossed Angel and the still unconscious Shaw in the lake. But before they could sink any deeper, Stinkfly grabbed them and pulled them out of the water.

"Are you OK," Stinkfly asked Angel, who smiled at the sight of the Lepidopterran.

"Yeah, thanks to you," said Angel as Stinkfly nodded and then looked around for Jonah's boat, but it was nowhere in sight, and flew back to the campsite as fast as possible, with Angel now on his back.

"Almost there," said Stinkfly as he saw the Rust Bucket in the distance. Unfortunately, the watch's symbol began to beep. "Ah, not again!"

Gwen had her binoculars out, trying to spot them as Max came out of the RV.

"Any sign of Ben, Angel and Shaw," asked Max.

"Not yet," said Gwen.

Then, they heard the beeping which meant one think as a red flash of light came from the sky and the trio fell right out of the sky and Gwen could've sworn she saw Angel grabbing Ben's hand. Luckily, they were saved by the awning on the Rust Bucket, which broke their fall.

"I hate it when that happens," said Ben.

"So the Krakken's nest was full of eggs," asked Angel as Ben and Shaw gave the story of what they saw in the lake.

"No wonder she's been attacking everything," said Ben. "Jonah must be stealing her eggs!"

"And I think I know who Jonah is," said Gwen as she showed Ben, Angel, Max and Shaw a webage on her laptop. "I did a little checking on Friends Of Fish and it turns out it's not listed on any environmental website. But I did found this: Jonah Melville isn't a friend to any kind of wildlife. He travels around the world poaching wild animals, crates them up and sells them to private collectors."

"Crates them up," thought Ben. "Oh man! I bet that crate the Krakken took off their boat had a hurt egg in it!"

"Looks like we were all too hard–headed," stated Max.

"We've gotta stop them," said Angel.

"They said something about going to a cannery," Ben reported.

"All this talk doesn't change a thing," said Shaw. "Mommy or not, that beast is mine." He then walked out of the doorway and motioned the team to follow. "Let's go. I've got a spare boat down at the docks."

The four smiled at each other mischievously and ran out after Shaw.

On the boat, Gwen had dialed 9–1–1 on her cellphone.

"It'll take a while for the police to get here," said Gwen as Shaw untied the boat from the dock. But when he did, the group sped off without him as he held up his lantern.

"What are you doing? Get back here," shouted Shaw.

"Sorry, Captain," said Angel.

"You don't know what you're doing! A monster is a monster and I know a monster when I see one," shouted Shaw as he then spied a rowboat next to the dock.

At the cannery, a crane hooked up to Jonah's underwater mecha–suit as he was holding one of the eggs and lifted him up to the dock as one of the men pushed a can with the other egg. Jonah handed it to his worker and he struggled to carry it due to its weight.

"Careful or you'll be cleaning the world's most expensive omelet," warned Jonah as his worked put the egg into the can with the other egg. "After we sell these babies to the highest bidder, we'll be kicking back at the beach in the Bahamas."

Under the dock, the boat sped up to the ladder as Max and Gwen climbed it.

"Angel, go with them," said Ben.

"What are you gonna do," asked Angel as she started to climb the ladder.

"I'm gonna kick some Friends Of Fish tail," Ben smirked as he activated the watch and slammed down the hourglass when he found the right alien for the job. When the green light faded, in Ben's place stood an alien that appeared the share a number of traits with Earth's aquatic life, such as alligators, eels, anglerfish, and sharks. He had a phosphorescent light on his head and the Omnitirx symbol was on his left torso. This alien was known as Ripjaws.

But before he could do anything, the Krakken burst up from the lake and wrecked the dock, knocking Ripjaws out of the boat.

"The bigger the Krakken, the bigger the pay day," said Jonah with a smile as he ran up to his mecha–suit while his men opened fire on her with their guns, which did nothing to pierce her thick side. One of them, giving up, ran inside the cannery to be safe as the Krakken knocked the other one into the lake.

The Krakken then went down to get her eggs, but Jonah used the crane to use the suit to swipe them before she could get to them. He then fired blue bullets at her, which were actually doing some damage as she began to fall into the lake.

Bu then, Ripjaws came swimming up and leaped out of the water and onto Jonah's suit.

"You wanna mess with a monster? Try me on for size," said Ripjaws as he crawled down, using his claws to grab the eggs. Jonah tried to blast him, but Ripjaws ripped the blaster with his powerful jaws. Ripjaws then ripped of his grip on the eggs and Ripjaws dove down to try to grab them, but Jonah swatted him out off the way as the container broke on the dock and the eggs rolled away onto a loose board. Just a shake could cause them to fall in the lake.

Inside the cannery, Angel, Gwen and Max sneaked quietly and peeked around the corner at Jonah's henchmen, who were grabbing a weapon. Max then did a game of charades to signify that he was going to go and for the girls to keep watch.

Meanwhile, the man that was knocked over by the edge by the Krakken surfaced and took a deep breath. He then went and climbed the ladder back to the cannery. He then got behind Angel, Gwen and Max and aimed his gun at them.

"Okay, buddy. We can do this the easy way or the hard way," said Max as he pounded his fist into his open hand.

The henchman smiled and backed them up.

Suddenly, the Krakken's tail burst through the cannery and Angel, Max and Gwen were surprised, as were the henchmen.

"Go high," said Max as he, Angel and Gwen grabbed onto three of the latches for shipping the cans and swung forward as the floor underneath them was knocked out, sending the first henchmen back into the lake.

As they reached the other side, the other henchmen came out with the weapon, but before he could do anything, Max kicked the weapon out of his hands and the girls kicked him unconscious.

"Is this the easy way or the hard way," Gwen asked Max who just shrugged with a chuckle.

"Let's go help Ben," said Angel as she ran towards the exit, followed by Max and Gwen.

Back with Ripjaws, who still fighting Jonah with the Krakken, all the fighting was causing the eggs the shake on the board.

Jonah went for them, but the Krakken grabbed them with her tail, saving them.

"My eggs," shouted Jonah as he tried to go for them again, but Ripjaws grabbed onto his suit's legs.

"They aren't your eggs," said Ripjaws. He then tackled Jonah away as he grabbed the eggs and dove into the lake.

Jonah scowled and released the crane's grip on his suit as he followed Ripjaws and they were both followed by the Krakken. He then caught the Piscciss Volann and started brawling with him as he grunted from the quick punches from the heavy metal suit.

"Rescuing babies? Very heroic, but not very smart," Jonah smirked.

He then grabbed the eggs and controlled his suit to go back up with them.

Ripjaws rubbed his head as he growled and swam back up.

"Now you made me mad," said Ripjaws as he merged his legs together to form a tail and swam up as fast as he could.

He then reached Jonah and grabbed onto his suit and started their brawl again as the Piscciss Volann eventually got the eggs out of Jonah's grip and caught them in his jaws as he knocked the poacher back with his tail.

But that was when the Krakken came swimming up and used her tentacles to slam Ripjaws, causing him to lose his grip on the eggs as they went flying out of his jaw. The Krakken then caught them in her tentacle as Ripjaws recovered on the lake floor and gazed at Jonah going after the Krakken, and went swimming after him.

Jonah let loose a sonic pulse from his suit's claws, causing the Krakken to screech in pain as she dropped the eggs. Jonah then gripped them, but before he could swim away, Ripjaws tackled him into what remained of Shaw's boat.

Ripjaws saw the anchor loose before he kicked himself up onto Jonah's suit's claw, but he released an electric shock which stunned the Piscciss Volann as he fell down and tried to swim away.

Ripjaws recovered and looked at the anchor in his claws. He swung it around like a mace and threw it, managing to grip the suit, preventing Jonah from going any further as the Krakken swam in and chomped down on the chain of the anchor as Ripjaws and Jonah were flung away as the three of them got into a tussle with the eggs, but eventually Ripjaws grabbed the eggs with his jaws and swam to the Krakken's nest, Jonah and the Krakken following.

As the Krakken reached him, Ripjaws placed the eggs down in the nest as the Krakken cradled them lovingly as Jonah came swimming up to them. But the Krakken gripped the suit in her tentacles ripped it to shred, causing Jonah out of the suit.

In a last–ditch effort, Jonah pulled out a knife from his pent leg, only only to have it break against the Krakken's hide.

The Krakken then screeched in an attempt to eat him, only for Ripjaws to block her way with his arm spread out, telling her to spare him. The Krakken reluctantly agreen and went back to her eggs as Jonah shrugged at Ripjaws, who gave him a knuckle sandwich, knocking him out.

On the surface, Ripjaws hung Jonah on a loose wooden plank as he glared at his unconscious body.

"Hang here until the police finds a nice dry cell for ya," said Ripjaws as he dove underwater after noticing the blue and red lights from the police's boat.

Angel, Max and Gwen then saw the police picking Jonah up.

"Good riddance to bad rubbish," scoffed Max.

"Got one," said Shaw as came up in his rowboat with Ripjaws in his fishing net. "One of the eggs must've hatched! Image this mounted on my wall."

That's when the Omnitrix decided to time out, turning Ben back to human.

"I don't think your catch of the day is exactly as advertised," chuckled Angel at the sight.

Shaw raised his eyebrow as he lifted his lantern, revealing Ben tangled up in the net as he smiled innocently, water dripping from his hair and clothes.

"But I could've sworn," said Shaw as he removed his hat and shaking his head.

Under the lake, the Krakken cradled her eggs lovingly, thanking Ripjaws for saving them.

To be continued…

 **Here's the 3** **rd** **chapter. I hope you liked it. I know I said it'll be up by the end of the month, but I completed it earlier than I expected. Tell me what you think about Angel giving Ben the 'cold shoulder'. With the speed I started posting, the next chapter will be done in a few days. I mentioned at the beginning of the first chapter, that some chapters will be crossovers and the first one will be pretty soon. I'll see you all next time. Until then, have a good day. See ya.**

 **R &R**


	4. Chapter 4

Ch.4: Permanent Retirement

At an ice cream shop, located in the middle of the desert, Max was outside of the shop getting some money from an AMT when a large man came up from behind and put a hand on Max's shoulder.

"Out of the way, grandpa," said the man insultingly. "I've got a major withdraw to make."

The man then grabbed Max by the shoulder and shoved him to the side at the feet of his partner.

Meanwhile, inside the ice cream shop, the three kids were perusing the choices of ice cream flavor. Angel was looking between the chocolate and vanilla flavors, trying to make a decision.

"I though choosing an ice cream flavor was easy," said Angel.

"Well, I already made my decision and I'd like strawberry ice cream, please," said Gwen to the clerk.

"OK, and what about you kid," the clerk asked Ben.

Ben was about to order when he heard clanging from outside. He looked through the window and saw the two men backing up the truck to the ATM machine and one of them dragging out a large hook.

"I'm about to go rocky road," said Ben before running off, activating the Omnitrix.

Outside, one of the would–be robbers smashed the sharp end of the hook in the ATM machine and gave his partner a thumbs–up and told him to "Hit it" and his goofy–looking I the truck started the engine. But when he hit the pedal with his foot, a green slime came out, which soon morphed into a humanoid pile of goo with an anti–gravity projector above it.

"What's the matter? Never seen a Goop before", asked Goop before punching the man, sending him out of the truck.

The other man saw Goop coming out of the truck and swung the hook at him, but Goop fired some acid from his arms, which melted the steel hook. Then the muscular men saw Angel coming out of the store and smirked at Goop as he stood in front of the 8–year–old girl.

"You're coming with me," said the man as he reached towards Angel, but before he could grab her, his body got covered in green slime. He turned around and saw Goop with extended arms.

"Stay away from her," said Goop with anger before lifting the man and throwing him into a steel post.

The robber slumped pathetically on the ground and tried to crawl away, but Max planted his foot on the man's chest.

"Where do you think you're going," asked Max smugly and turned to his grandson. "Nice work, Ben."

"Oh, yeah! I can take on everything," said Goop as Angel and Gwen came up to him. "What's next? I'm ready for it."

"I really hope you are," said Max with a smile. "Because we'll be staying with your aunt Vera for the weekend."

"What? Old boring Aunt Vera," asked Goop in horror. "NOOOOOOOOOOO!"

 **(Theme Song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got super powers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'til he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

The gang was back on the road, on their way to the cousins' aunt, Vera, much to Ben's disappointment and Angel was doing her best in comforting him.

"When Aunt Vera said she wanted to move away from it all, she really meant it," said Gwen, while doing the dishes.

"Ugh, this summer was supposed to be about F–U–N," Ben complained. "Not hanging around in some old people's place."

"Is your Aunt Vera that bad," asked Angel.

"Well, I don't know about you, but I love spending time with Aunt Vera," said Gwen.

"That's because you act like you're on your own hundred years old," said Ben.

Speaking of Aunt Vera, she was talking to her neighbor, Marty.

"It's been years since I've seen Max and the kids," said Vera with a smile. "I'm not sure if I'll recognize them. And Max said they were bringing along a friend of theirs."

"I'd like that," said Marty as he went inside his house and started to eat peanuts while watching TV. But just then, a green slime came out of nowhere and attacked him.

"This is gonna be sooo boring," complained Ben. "Their idea of fun is probably watching the grass grow." Ben then grumbled, resting his chin on his fist, and stared out the window.

Gwen didn't pay attention to her cousin as Angel sat closer to Ben, put a hand on his shoulder and followed looked out the window, just in time for both of them to see one of the senior citizens pulling off a backflip from a roof and landing on the front lawn perfectly poised next to another old lady, who didn't seem fazed.

"Whoa," Ben yelled in surprise. "Did you see that?"

Gwen pulled her eyes away from her laptop and stared out the window as her cousin and saw a street full of normal elderlies doing their own business, nothing extraordinary to be seen.

"See what," asked Gwen. "The heat must be frying that pea–sized brain of yours."

"I believe you, Ben," said Angel with a smile which he returned.

After a while, the RV was parked in front of Vera's house and Ben grimaced from the brightness of the sun and used his hand to protect himself.

"Seriously, why do old people have to move where it's so hot," moaned Ben.

Gwen smirked in a devious way and sprayed Ben with her water gun.

Ben glared at his cousin when he noticed Vera's neighbor, Marty, staring at him and Angel, who was next to him, through the window. The man dropped his jaw in an inhuman way and hissed at Ben and Angel while cracking his neck, and then closed the blinds. Angel got scared and hid behind Ben.

"That was creepy," said Angel as she grabbed Ben's T-Shirt.

"Well, they sure know how to make you feel welcomed here," said Ben.

"Just watch your cheeks," warned Max jokingly. "Vera's a pincher."

"Max!"

And speaking of the granny, Vera had just stepped outside with a smile and gave Max a quick hug.

"I can't believe you're finally here," said Vera, hugging Gwen for a quick second before pinching her cheeks, and earning a pain moan from Gwen. "And look at you, so grown–up!" She repeated the same sequence with Ben, earning a painful whine from the boy. "And you must be their friend, Angel." Vera reached for the 8–year–old, but before she could grab her cheeks, Angel hid behind Ben for protection. "Now aren't you a shy one."

"Yeah, I guess she's kind of shy," said Ben.

"Well, come on in," said Vera as she led her guests in the house, neighter of them noticing Marty staring at them.

When they got inside the house, Ben smelled something he didn't like.

"Why do old people's houses smell like someone's cooking socks or something," asked Ben.

Later, lunch was served and Max seemed to like it, while Ben, Angel and Gwen didn't look pleased as the food was nastier than Max's.

"Vera, this is delicious," said Max when he pointed the 'delicacy'. "What was it called?"

"Chicken Liver," answered Vera as the children looked at her in horror, Angel and Gwen grabbing Ben's T–Shirt's sleeves.

"That thing makes Stinkfly look attractive," Ben whispered to the two girls, who nodded in agreement.

"So, Ben. What have you been doing all summer," asked Vera.

"Dealing with alien lifeforms," answered Ben bluntly, earning a laugh from his aunt.

Gwen then noticed a shelf nearby, and spotted a particular item in her interest. It was a stuffed North-American chickadee, and Vera and Gwen discuss the bird with each other. Using the moment, Ben moves his and Angel's food onto Gwen's plate.

"Man, me and Angel are stuffed," said Ben.

"We are," asked Angel confused.

"Do you really want to eat this," Ben whispered to Angel as he pointed towards the food.

"No," Angel answered quickly.

"Children, would you like some candy," asked Vera as she brought a bowl full of candy.

"Now we're talkin'," said Ben as he and Angel grabbed a piece, but spitted it ack out. "Coffee? As a candy? Is this some kind of joke?" Ben then got up from the table. "I need to use the bathroom."

"Me, too," said Angel as she quickly followed Ben to the bathroom.

When the two got there, Ben slammed the door, and he and Angel leaned against it.

"You were right, Ben. This place is crazy," said Angel.

"You're telling me? We have to get out of here," said Ben as he came up with an idea and activated the Omnitrix. He searched for the right alien and when he found it, he slammed the hourglass and was surround in green light, which caused Angel to cover her eyes.

When the light faded, Angel uncovered her eyes and what she see nearly made her to freak out as in Ben's place now stood a phantom/ghost-like alien with a gaseous appearance and claw like hands. He had grey skin with black lines running all over him. He had a purple eye and the Omnitrix symbol was peeking out of his skin on his lower left chest.

"OK. You're a ghost, but what am I gonna do," asked Angel curiously.

"Easy. I'll take you with me," said Ghostfreak as he grabbed Angel by the shoulders and together passed through the solid wall which surprised both of them. "I didn't know that would work."

"I'm glad it did," said Angel.

In the dining room, Gwen is given a shell and she listens to it, only to hear voices coming from inside, which creeps her out.

"Loser, loser," whispers Ghostfreak, followed by whispered laugh by Angel.

"Ben, Angel," asked Gwen, turning to the sources of the sounds, but sees no one behind her.

"See ya and don't wanna be ya," said Ghostfreak as he and Angel waved her goodbye and went outside.

"So what now," asked Angel, still in Ghostfreak's arms.

"We find something fun to do around here," answered Ghostfreak, before spotting a golf cart. "Hello."

The nearby residents are puzzled to see a golf cart driving by itself, not seeing Ghostfreak, who had one arm on the wheel and the other around Angel so she could be invisible as well.

Ghostfreak then smelled something, which caught his attention.

"Do you smell that," Ghostfreak asked Angel.

"I definitely do," answered Angel with a nod.

They follow the trail and see an apple pie.

"I like apple pie," said Angel.

Then they see a lady inside the house, who was trying to swat a fly. The lady then jumped on the ceiling and ate it, shocking and disgusting Ghostfreak and Angel.

"Yuck! No way. Ninja od people," said Ghostfreak.

The two of them were about to leave, but spot Marty driving a golf cart, carring a large, red carpet.

"Wonder what Mr. Friendly is up to," said Ghostfreak.

"I don't want to go near him," said Angel as she holds Ghostfreak tighter.

"Don't worry. He's not going to hurt you," said Ghostfreak. "Not while I'm around."

Marty ended up stopping at the community dumpster, with Ghostfreak and Angel following him. Marty grabbed the carpet and walked to the gate, but instead of opening it, his legs grew long and walked over it. He then walked over to a dumpster and pushed it aside, revealing a trap door underneath it.

"This place just keeps getting weirder by the minute," said Ghostfreak as he and Angel passed through the gate, but then the Omnitrix timed out, turning Ghostfreak back to Ben, which brought Marty's attention.

Ben and Angel looked at each other in worry.

"I hate it when that happens," said Ben.

"You're not the only one," said Angel.

Marty then turned his head around, which scared Ben and Angel as they ran away, climbed the gate and got into the golf cart, with Marty following them.

"We didn't see your face pop on the back of your head, I swear," said Ben as he drove the cart, Angel hugging him tightly.

Marty then extended his arm, grabbed the cart and started to pull it in.

"Let us go," said Ben. "What kind of vitamins do these old people take?"

Angel then noticed a golf stick and handed it to Ben.

"Ben, here. Use this," said Angel.

Ben took the golf stick and chopped Marty's hand off, but the old man somehow jumped on top of the cart and tried to grab the two children, but the cart went up a ramp and crashed into a tree. The two kids emerged from the wreckage and saw Marty glaring at them and extended his arms. Ben tried to jump out of the way, but Marty grabbed him by the leg and pulled him in, which caused Angel to look in horror. Ben tried activating the Omnitrix, but the watch was still recharging. Then suddenly, the sprinkler came out which scared Marty away.

"OK. What just happened," asked Ben confused as Angel made her way towards him, relieved that he was safe.

Later, Ben and Angel got back to Vera's house and told Max and Gwen about their experience.

"Guys, you left," said Gwen. "Vera was hurt."

"Uh, she's old. She'll forget," said Ben unconcerned. "OK. I say I go Kickin Hawk and check out Marty's place."

"I agree, but stay as you are for now," said Max. "We, old people are not always forgetful."

The four then went to Marty's home, but the only clue they found was a missing rug, and went back to Vera's house.

"You guys get some sleep. I'll go for an early walk in the morning, but once I'm back we'll check things out," said Max as he went towards the guest room.

Meanwhile, as Vera's asleep, she gets attacked by the same blob that attacked Marty earlier.

The next morning, Ben opened the refrigerator, trying to find something delicious.

"Prune juice, prune juice, prune juice and what a surprise – more prune juice," complained Ben as Aunt Vera walked into the kitchen.

"Good morning, Aunt Vera," greeted Gwen. "How'd you sleep?"

"Just fine," answered Vera, lacking her cheery tone. "How about you?" She then reached towards Ben and pinched his cheeks harder than before, which scared Angel a little.

"I made you some coffee," said Gwen, offering up a tray of both coffee and a cup of water.

Gwen only took a single step forward before she tripped on her own two feet, tipping the serving tray over and smashing the coffee and water all over the floor. Gwen apologized as the coffee and water mingled together, sliding on the floor towards Vera's boots. The elderly woman gasped in fright, jumped off the ground, and, to the children's shock, threw out her legs and braced herself between the walls.

"Clean it up," Vera demanded loudly. "Clean it up right now!"

I'm sorry," said Gwen as she picked up a worn–out rag and started to wipe out the mess.

While the redheaded Tennyson was mopping up the mess, Vera returned her feet on the ground and turned her head toward the guest room, noticing it was empty.

"Where did your grandfather go," asked Vera.

"He said he was going for an early walk," said Ben.

"Well, behave yourselves," said Vera blandly. "I'll be back soon." The elderly woman then walked out of room and went outside.

"She's definitely one of them," whispered Angel the moment Vera was gone.

"One of who," asked Gwen confused.

"Who or whatever is controlling the rest of old people," answered Ben. "There's something weird going on around here."

"I say we go check out," said Angel.

"If you're going, then I'm going, too," said Gwen.

"Good," said Ben. "And I know just where to start looking."

It was still early in the morning when Ben, Angel and Gwen left the house, with Ben leading the way and were now walking down an alley between two buildings.

"So, where are we headed, Sherlock," Gwen asked her cousin, who pressed himself against the wall and made a hushing voice – the girls repeated the motion. A couple of elderlies walked past their hiding spot, thankfully not noticing the children sneak out so early in the morning.

"We need to get to that trapdoor underneath the dumpster," answered Ben once the elderlies were out of sight.

Once the ghost was clear, the trio made a run across the street.

Meanwhile, the fake Marty was waiting in an alleyway nearby, looking agitated. Finally, the fake Vera appeared around the corner.

"Is the food supply ready for transport," asked Vera.

"The pods are in their final stages of gestation," answered Marty. "What about the young ones?"

"Too chewy," said Vera. "They need to age more before they get nice and tender."

"I'm not talking about eating," said Marty. "The boy and the little girl suspect too much."

Despite fake Marty's concern, fake Vera only smiled in response, seemingly unconcerned by the children.

The kids walked down the street a little longer trying not to look suspicious when they noticed a couple of elderly ladies playing shuffleboard. Ben, Angel and Gwen glanced at the ladies, who snarled and narrowed their eyes at the children. The elderly women pulled their sticks back and slapped the pucks as hard as they could, sending them flying towards the children's heads.

"Duck," said Gwen, narrowly dodging the attack.

"Run," shouted Ben as he grabbed Angel's arm and made a brake for it.

The elderly women continued to shoot at the with shuffleboard pieces nonstop, breaking the pieces against the street and the walls near them. The children were finally able to catch a breath when Ben turned around a corner out of their firing range. The trio leaned their back against the wall to catch their breaths, with Ben pulling Angel as closer to him as possible.

"Guys, what's going on," asked Max, suddenly coming out of the shadows.

"They're everywhere," said Ben.

"I know. Come here, I'll protect you," said Max when he growled menacingly, and stretched his arms to reach them.

"Let's get out of here," said Angel as she made a run for it, followed by Ben and Gwen, but fake Max managed to grab Ben by the back of his T–Shirt.

"Whoa," shouted Ben as he was pulled by the fake Max.

"Ben," screamed Angel in horror.

"I really had enough of you, freaks," said Ben as he activated the Omnitrix, cycled through his aliens, looking for a good one. When he found the one he was looking for, he slammed down the hourglass and was surrounded in green light, which caused fake Max to let go off Ben to shield his eyes. When the light faded, in Ben's place now stood Shocksquatch.

"Oh yeah, just the one I wanted," said Shocksquatch as he spun around and faced the fake Max, grabbed his arm and sent an electric shock through the imposter's body. Shocksquatch then went up to Angel and Gwen, grabbed them and ran from the quickly recovered fake Max, only to come find the fake Vera, Marty and a third elderly imposter holding a car above their heads.

They tossed it, but Shocksquatch got out of the way and the car hits the fake Max instead.

"No," said Gwen worried, but then a green blob came from underneath the wreckage and reformed back to Max's form, except with one eye replaced with inhuman eye.

Shocksquatch, Angel and Gwen arrived at the dump where the trapdoor was located, the imposters following close by. The trio made their way to the dumpster, and Gwen and Angel tried to move it out of the way as Shocksquatch noticed the fakes were inches from the gate.

"I've got an idea," said Shocksquatch as he grabbed the dumpster and threw it at the imposters, who didn't have time to get out of the way and were hit by the flying waste container.

"Good thinking," said Angel with a smiled as she and Gwen opened the trapdoor. Shocksquatch picked both girls by the collars of their shirts and placed them on his back.

"Hold on tight," said Shocksquatch. Immediately, Angel and Gwen wrapped their hands around Shocksquatch's head and held for dear life before the Gimlinopithecus jumped in.

When they reached the bottom, several small rocks fell on Shocksquatch's head and the trio looked up to see the imposters climbing down the wall.

"What kind of freaks are they," asked Angel.

"Don't look at me," said Shocksquatch as he ran further into the tunnel and soon found several more tunnels.

"Would you look at that," said Gwen.

"These tunnels must be going under the entire complex," said Shocksquatch.

Unknown to them, one of the fakes was watching them from behind. The imposter stretched his arms towards Angel, but Shocksquatch sensed the incoming attack and grabbed the arms just in time.

"Hands to yourself, freak show," said Shocksquatch as he threw the fake Max into one of the walls, but the imposter blocked the impact with his hands and landed safely on the ground, and then charged towards Shocksquatch.

Unfortunately, Shocksquatch got out of the way and grabbed the imposter from behind, and unleashed an electrical charge through fake Max's body, causing him to scream in pain. When Shocksquatch released the imposter from his grip, the Gimlinopithecus turned his around and punched the imposter in the face, which sent him flying into a wall, and a rock slide overwhelmed the fake Max.

"That takes care of him," said Shocksquatch as Angel and Gwen went up to him.

"Let's find the elderlies and get out of here," suggested Gwen. But then they heard footsteps closing by and the trio knew it were the other imposters.

"Let's run, and fast," said Angel as Shocksquatch grabbed both girls and ran down the nearest tunnel. However, they were forced to stop when they got to a dead end.

"What now," asked Gwen.

"Leave that to me," said Shocksquatch as he sent a powerful thunderbolt to the wall which exploded from the huge electric surge. And that's when the Omnitrix blinked red and timed out, turning Shocksquatch back to Ben.

"Just in time," said Angel.

The trio continued down the tunnel and soon found something they weren't expecting – an alien spaceship with green pods surrounding it. The children climbed down the rocky Cliffside and tiptoed around the pods. The surface of the pods was covered in a thin, transparent membrane, allowing them to see the people inside. They were able to identify some of the people from their run around in the neighborhood.

"It's like everyone in the village has been podded up," said Gwen.

Ben roamed around a few paces, with Angel next to him, before they came upon a familiar sight.

"Grandpa," gasped Ben.

The Tennyson boy easily ripped the pod apart and released his grandfather. Then he and Angel helped the elder man to his knees.

"I was walking down the street," Max began. "Then I don't know what happened."

"Let's get everyone out of here," said Gwen as she put her hands on one of the pods, but then a voice interrupted her.

"I wouldn't do that if I were you," said the voice of fake Vera, as she, Marty and another imposter came up from behind.

"Well, you're not us," said Ben defiantly.

"Not yet we're not," said Marty confidently.

With their secret exposed, the imposters morphed their bodies to reveal their true forms: tall, gelatinous creatures made from a murky–green substance with exposed pink organs and a cluster of multiple eyes.

"Now that's creepy," said Angel as she grabbed Ben by the arm and the Tennyso boy held her protectively.

"We are Limax," said the leading Limax. "We feed on aged meat, particularly those of a more humanoid species."

The Limax stepped closer and closer to the Tennyson, backing them up until they were pinned against their flying saucer. But in a surprising stroke of good luck, Gwen's hand accidentally touched a secret switch on the surface of the saucer, opening a hidden door behind them. Gwen tripped over herself when she fell back inside the ship, but managed to catch herself. Inside the saucer, Gwensaw even more pods like the once outside.

"Look what's back here," said Gwen, bringing the attention of Ben, Angel and Max.

"Their ship," said Max in realization.

"Oh no, they found it," the leading Limax yelped. "Don't let them escape! Get the pods on board. They've marinating long enough."

"Angel, help grandpa and Gwen, and get as many pods as you can out of there. I'll take care of them," said Ben.

"OK, but be careful," said Angel as she, Max and Gwen went inside the ship to take out the pods.

Ben activated the Omnitrix, cycling through his aliens and looked at the three Limax when he found the right one.

"You guys really burn me up," said Ben as he slammed the hourglass and as surrounded in bright green light. When the light faded, in Ben's place stood Heatblast and the Limax took a step back in surprise as the Pyronite stared them down.

"Now, I'm going to return the favor," said Heatblast as he blew a flamethrower in the Limaxes' faces.

But much to everyone's surprise, the Limax were somehow able to withstand the steam of flames. All but ignoring the fire, the Limax bounced to a single space, one–by–one merging together into a single mass of single slime. Heatblast cut off his attack and took a step back as the Limax's merged form twisted and molded into a rough, bipedal creature which was three times the size of the Pyronite.

"Whatever you are, you just made a terrible mistake," said the Limax. "Us Limaxes live for the heat. Why do you think we came to the desert in the summer?"

Heatblast sighed and charged at the merged Limax, and started to freely punch at the alien's lower body. It was like trying to punch water – his fists smashed through the surface, but the Limax didn't take any damage. Then on one of his punches, the Limax shaped a tentacle and grabbed Heatblast by the arm. The merged Limax lifted Heatblast off the ground, whipped him around in the air and slammed him back down three times I rapid succession. The Limax lifted Heatblast to eye level when it heard the sound of movement behind it and turned around.

Angel, Max and Gwen were all doing their part carrying the pods out off the spaceship one–by–one. Not wanting to let the meal get away, the Limax spat out to blobs from its back, which landed closest to Gwen. The blobs rose up and became a smaller version of the Limax outside the ship, sneaking up behind the redheaded Tennyson and whipping its arm around. Luckily, Gwen saw it out of the corner of her eye at the last second and ducked out of way, but her backpack took the hit instead and dumped everything on the ship floor.

For a moment, the Limax gave a pause and actually shrieked in fright before backing away from the girl. Angel, Max and Gwen quickly realized the Limax were focused on an object that had fallen out of Gwen's backpack – her water gun.

Gwen picked up the gun as the Limax screamed in terror and made a dash for the door, but they didn't get far as Gwen blasted them with water, which caused to melt.

"They hate water," said Gwen. "Like Aunt Vera in the kitchen."

"And Marty while he was driving the golf cart," said Heatblast as he was being held by the large Limax.

The Pyronite then saw small drops of water coming out of the pipes above him and the Limax and fired and steam of flames to overheat the pipes, which broke and the water came down on the Limax, causing to scream I pain and let go off Heatblast.

"See ya, slimeball," said Heatblast.

"Sorry, no food for the trip," said Max as he came out of the ship with the last two pods and whatever remained from the Limax slipped inside the ship before the door shut. The cave echoed with the roar of the ship's engine and the ship drove through the cavern ceiling, creating a massive hole that opened up into the desert sky, and then just as quickly vanished into space.

Unfortunately, the Tennysons' work was not over yet.

"We should get them back to their condos so they'll thik they never left," said Max, referring to the elderlies in the pods.

"But it could take hours," said Angel.

"Give me a few minutes," said Heatblast. "I'll see if XLR8 can help out."

The next day, the Tennysons stood outside of Vera's house saying their goodbyes.

"Don't be strangers," said Vera, hugging Max.

"Buy, Aunt Vera," said Gwen as she hugged her aunt.

"Take care, Gwen," said Vera as she pulled out something from behind. "And this is for the road. Ben told me how much you liked my Chicken Liver."

"Thanks, Aunt Vera," said Gwen as took the plate and went to the Rust Bucket with a hand over her mouth. Vera then turned her attention to Ben and Angel. "Kids, I'm sorry if you didn't have much fun."

"Actually, it turned out to be pretty cool," said Ben.

"Yeah, we'll hardly forget it," said Angel.

"I'm glad," said Vera as both Ben and Angel gave her a hug before running of to the RV. "Oh, and Ben. Keep up the good work fighting with those aliens you were telling me about."

"You're kidding, right," asked Ben nervously.

"Of course, dear," said Vera with a chuckle, and Ben and Angel got into the Rust Bucket before the vehicle drove away.

The RV drove by the crater, left by the Limax ship. Within the cave, a Limax was sneaking around.

To be continued…

 **Here's Chapter 4. Ben and Angel had a little moment together. In case you're wondering, Ghostfreak** _ **can**_ **turn people and objects invisible when he touches them – just take a look at his biography. And trust me, Chicken Liver looks way worse than it sounds. As for my next update, it'll probably be at the beginning of October as I'll be busy during September. Anyway, I hope you liked this chapter and I'll see you all next time. Until then, have a nice day. Buy.**

 **R &R **


	5. Chapter 5

Ch.5: Hunted

In outer space, near Earth is none other than Vilgax's spaceship. Within the ship, spotlights highlighted four humanoid creatures and a robotic crab. Then, Vilgax appeared on an intercom.

"Begin the audition," said Vilgax.

Then a swarm of drones came in and three of the humanoid creatures charged at them at destroyed them with ease with their blasters while the robotic crab destroyed them by crushing them with its pincers. Then a giant drone appeared and the fourth humanoid creature flies in with its hoverboard and the robot blasts him, but it doesn't affect him and the creature punches through the robot, destroying it. With all drones destroyed, Vilgax appeared once again on the intercom.

"Impressive. You're all hired, Kraab, Sixsix, Sevenseven, Eighteight and Tetrax," said Vilgax. "Your objective is to retrieve the Omnitrix. Do not disappoint me!"

The bounty hunters got into capsules and were sent to Earth.

 **(Theme Song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power he's on the case,**

 **Fighting off evil from Earth or Space,**

 **He'll never stop 'til he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

In the middle of the desert, Max had set up on what appeared to be an obstacle for Ben and he completes the final touches.

"You ready," Max asked Ben, who slammed down the hourglass of the Omnitrix, and was surrounded in green light. When the light faded, in Ben's place stood Diamondhead. 

"Oh yeah," said Diamondhead confidently.

"Remember, Ben: less brawn, more brain. Don't use your muscles only, but also your brain," shouted Max.

"Yeah, yeah," groaned Diamondhead. "But punching is way more fun."

Max pulled a lever and started the course, and Diamondhead started with some target practice with various cans and targets that popped out. Meanwhile, Gwen was by the RV, sunbathing, and Angel was leaning to the vehicle, watching Ben's practice with a smile on her face.

"Show off," said Gwen.

"Yeah. He's amazing," said Angel dreamingly, not paying attention to what she said.

"Who's amazing," asked Gwen, bringing the 8–year–old from her 'dream'.

"Wh-what," asked Angel and she innocently looked at Gwen. "I didn't say amazing. I said that Ben's pretty awesome." Angel realized what she just said and covered her mouth with her hands.

"Wait a minute. You like Ben," asked Gwen.

"No, I don't like him," said Angel as she started to sweat. Gwen looked at her suspiciously with a raised eyebrow, not believing her. "OK, you win. I like him, but I don't know how to tell him and I don't even know if he likes me."

"Are you kidding me," asked Gwen. "Of course he likes you. Remember a few days ago? Ben seemed pretty mad when that robber was going to hurt you, but it was hard to tell. Only the eyes can be seen on Goop's face."

"You really think so," asked Angel.

"Yeah, he really cares about you," answered Gwen.

"He shows it a weird way," said Angel.

"Ever since Ben got that watch, everything around him has been weird," said Gwen. The girls turned their attention back to Ben's training as he continued to fire more diamond shard at the incoming targets.

"Focus, Ben," shouted Max.

"Don't worry, grandpa. I've got everything under control," said Diamondhead cockily, but that only led to one of Max's traps as a tire swing hit him which threw him off balance and fired diamond shards in all directions. Angel, Max and Gwen were nearly hit, but managed to avoid them. Unfortunately for Gwen, a diamond shard hit her sunscreen bottle, causing it to pour on her head. They came out of their hiding places and looked at Diamondhead, who was laughting humorously.

"Oops, my bad," said Diamondhead innocently.

"Do you still like him," Gwen asked Angel, who nodded causing Gwen to face palm.

The Tennysons climbed back onto the RV before Ben could cause even more damage and hit the open road again.

"You rock head," Gwen said to her cousin. "You almost turned me into Swiss cheese."

"I said I was sorry," said Ben. "What else do you want me to do?"

"What we want from you is to take the Omnitrix more seriously. It's not a toy. You should use it more carefully and strategically," said Max.

"Come on, you guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt my feet hurt," said Ben as he propped his feet on the table as if to emphasize his point.

"Yeah, well, one of those days, you're gonna screw up and get your own butt kicked," said Gwen shoving Ben's feet off the table. "And I hope I'm there to see it."

"Dream on, geek face," said Ben confidently.

Angel sighed as she was listening to Ben and Gwen's argument. She knew Ben was truly sorry for what happened at the training course. She really liked him, but even she had to admit that lately Ben was acting too confident. Angel was still thankful that he found her in the forest a couple of weeks ago, otherwise she would still be there alone, hungry and homeless. Then suddenly, the RV sputtered and broke down.

"Uh oh, that doesn't sound good," said Max as he stopped the vehicle.

Back at the obstacle course, the five bounty hunters have traced where the Omnitrix was last activated. They explore the location and Tetrax and Eighteight notice a few soda cans with diamond shards on them. They reached out to grab it when two grappling hooks came out of nowhere and snatched the cans before they could grab them. The hooks stretched back to Sixsix and Sevenseven so they could have a better look at them, but Tetrax and Eighteight bounded forward and ripped the cables out of Sixsix and Sevenseven's shoulders in anger. They both have a short standoff, eventually resulting with Sixsix and Sevenseven backing down and talking in a foreign alien language as they flew away. Kraab then followed, using his four legs to burrow through the ground. Tetrax and Eighteight leave the area, but Eighteight triggered one of Max's traps. In an instant, Tetrax fired at the targets with his gun, which also destroyed the whole course as well, and turned his attention to Eighteight.

"Let's get going. Those three might need our help," said Tetrax as flew away, followed by Eighteight.

Ben, Angel, Gwen and Max found themselves at an abandoned mining town.

"This place looks like it hasn't been used for a pretty long time," said Angel.

"Not for a while," said Gwen knowingly. "My Intel–map program says this is Slattervile, incorporated in 1857 after the discovery of silver. Went burst into late sixties when the mine ran out."

"Why does everything that comes out of your mouth sound like a book report," asked Ben groaning.

"Ah–ha," said Max, having poked his head under the RV's hood. "I think I found the problem." He pulled out hose dripping gasoline and a Diamondhead shard puncturing the tube. "Leaky fuel line."

"How did that get there," asked Angel.

"Uh… Lucky shot," said Ben sheepishly.

"I should be able to patch this up," said Max, knowing it'll be hard for him to do.

"Sorry, grandpa," apologized Ben and went for the Omnitrix's core. "Here, let me help. Maybe Heatblast. No, wait, Stinkfly."

"You've done enough, Ben," said Max interjecting Ben's offer. "I'll handle this."

"OK," said Ben, shrugging his shoulders. "Then I'll go check this place out."

"I'll come with you," said Angel as she followed Ben.

"I better go with them," said Gwen, but just as she was about to follow the two, Max stopped.

"Actually, I could use some help here. I'm sure Ben and Angel can take care of themselves," said Max.

In town, Ben and Angel entered an old and abandoned equipment storage building.

"Look at all this junk," said Ben, picking up a rusty peace of steel and tossing it aside.

"It's hard to believe people used to live here," said Angel.

Just then the ground shook violently and Ben grabbed Angel's hand and dragged her with him and hid behind some barrels. They looked around and saw Kraab coming out of the ground, and immediately hid back behind the barrels, Ben bringing Angel closer to him.

"What are we going to do," Angel asked Ben as she hung onto him.

"You stay here, I'll deal with that freak," said Ben as he let go of her and activated the Omnitrix.

"Ben, don't leave me," pleaded Angel.

"Don't worry. I won't let him hurt you," said Ben and slammed down the core, transforming into Ghostfreak.

"Be careful, Ben," said Angel as she gave Ghostfreak a quick hug.

"I'll be fine. You just stay here," said Ghostfreak right before Kraab smashed the barrels, exposing their hiding place.

"The Omnitrix, give it to me," ordered Kraab.

"Dream on, metal head," said Ghostfreak, tauntingly. "The watch and I are attached, so tough luck."

"Not for long," said Kraab.

"You have no idea who you're messing with," said Ghostfreak.

"I was just about to say the same thing," countered Kraab.

"Oh yeah, do you know this one? Now you see me – ," said Ghostfreak as he turned invisible. " – now you don't."

But while Ghostfreak pulled off the disappearing act, Angel was still visible. She laughed nervously before hiding behind another set of barrels not too far from her.

Kraab took a couple of steps back, not paying any attention to Angel. But what Ghostfreak didn't know is that Kraab was able to see ectoplasm – in other words, Ectonurite substance. And to proof this point, just as Ghostfreak formed out of the shadows behind the hunter, Kraab spun his head around and aimed his giant pincer at Ghostfreak.

"You're as arrogant as you're dimwitted," Kraab mocked him before spraying him with a orange substance, which turned Ghostfreak visible and solid.

"Bwah," yelped Ghostfreak. "What happened?"

"Your ectoplasm is solidified," answered Kraab, pulling back his fist. "Making it easier for me to do this."

Kraab slammed his fist into Ghostfreak's face, sending him flying into a wall on the other side of the shed, dropping him on the floor barely strong enough to hold himself up with his hands. Angel came out from behind the barrels and went up to the Ectonurite to help him back up.

"Oh man, who is this guy," groaned Ghostfreak.

"There's got to be a way to defeat him," said Angel. Kraab marched across the equipment shed, knocking away everything that stood between him and Ghostfreak. "You're my superhero, do something."

Not really having a plan in mind, Ghostfreak floated over to meet Kraab halfway, hovering in circles around him.

"You better keep your claws to yourself," Ghostfreak hissed threateningly.

Ignoring Ghostfreak's warning, Kraab blasted him into a wall with his cannon in his pincer, sending the Ectonurite fly into another wall, near a car lift.

"You were hardy worth the effort," said Kraab, moving in for the kill.

Angel then noticed a lever near Ghostfreak and looked at the lift Kraab was standing on, and she came up with an idea.

"Ben, lift him," shouted Angel, pointing at the lever. Thankfully, Ghostfreak heard her and pulled down the lever, which caused Kraab to be pinned to the ceiling. The Omnitrix than timed out, turning Ghostfreak back to Ben, still covered in the strange orange substance.

"Are you OK, Ben," asked Angel with concern.

"Whoa man," groaned Ben, rubbing his sore head. "That was weirder than when I usually go Ghostfreak."

"Let's get out of here before that metal sea food frees himself," said Angel, referring to the trapped Kraab.

The two ran out of the equipment shed as fast as possible, unaware that they were being watched from the rafters by Tetrax and Eighteight.

At the RV, Max closed the hood of the Rust Bucket as he and Gwen had finished the repairs when Ben and Angel started to run back earlier than they had expected. The first thing they notices was the panicked looks on their faces.

"What happened," asked Max.

"Nothing unusual," said Angel. "Just some big robotic crab trying to kill us. No doubt it was after the watch."

"Let me go Kickin Hawk and I'll open him up like a tin can," said Ben, staring at the Omnitrix.

"Didn't you learn anything this morning," groaned Gwen.

"We're not staying," said Max. "The repairs are done; we're out of here."

"But grandpa," complained Ben.

Max ignored his grandson's whining and loaded up the RV with Gwen and Angel. Ben, disappointed that they were leaving, got into the vehicle and left the town, going back on the main road with Gwen at the passenger's seat. Angel was sitting next to Ben at the table, looking out the window for Kraab.

"No sign of metal head," said Angel, relieved.

"Well, he better not show up if he knows what's good for him," said Ben arrogantly.

The Rust Bucket suddenly rattled, but Max didn't see anything on the road he could have hit. The children of the back heard a loud buzzing noise before a rotating blade ripped through the metal in the RV's ceiling.

"I think we just picked up a hitchhiker," yelled Angel. The sawblade pulled back and a pair of metallic claws ripped back the edges of the roof, revealing Sixsix's faceplate as he spoke in un unknown language. "Not another hunter!"

Sixsix swiped his claws at Ben, only missing him by a hair. Noticing how close Sixsix was to grabbing Ben, Grandpa Max slams his foot on the brakes hard, sending Sixsix flying in front of the RV. Max then tried to run him over. It seemed like the attempt worked at first, but the RV stops shortly after. Max and the children stepped outside and saw that the rear tires had been punctured with multiple spiked weapons.

"Well, that's just great," Max grimaced.

Sixsix picked himself up from the ground, nearly uninjured, and glared at the Tennysons.

"Quick, in there," said Max, pointing at an old mine shaft. The kids didn't need to be told twice as they fled to the mine.

Sixsix was about to follow them, but Kraab came out from underground, and Sevenseven from the sky, and attacked Sixsix.

"Get out of my way," said Kraab.

Ben, Angel, Gwen and Max dashed into the entrance and turned the corner, pressing their backs against the wall as they took a moment to catch their breath. Being the closest to the corner, Ben pocked his head out and surveyed the area. The entrance was clear and it didn't look like either of the bounty hunters was heading their way.

"Phew, the ghost is clear," said Ben in relief.

Not even a second later, Kraab came from underground and walked towards the Tennysons.

"Don't you ever get tired of being wrong all the time," asked Gwen, leering at her cousin.

"The Omnitrix," demanded Kraab as he advanced on them, with his hand held out while pointing his cannon in his pincer threateningly. "Give it to me!"

Max steped between them and tossed a nearby chunk of metal at Kraab, but the hunter easily destroyed it with his pincer. Seeing this, the Tennysons run for their lives with Kraab in pursuit. They eventually end up at the center of the mine with a large canyon in-between them and safety.

"What now," asked Angel, scared.

Max looked around the chasm for something that could take them to safety when he saw an abandoned lift that was hanging on a wire leading to the opposite end of the canyon. The lift didn't look too sturdy, but they didn't have a choice with the robotic hunters on their tail.

"Everyone, get in," said Max, pointing to the lift.

Ben, Angel and Gwen jump inside the lift as Max activates and took off a daring leap off the edge of the platform barely grabbing the lift by the edge, before Kraab could ambush him. The kids pull Max into the lift and try to stay as hidden as possible with Ben pulling Angel close to him, which caused her to blush. Gwen peaked out only to be nearly hit by a shot from Sevenseven.

"There's three of them," said Gwen panicked.

"We need a plan," said Max.

Ben looked at the Omnitrix which was still red, but lucky for him it turned green. "Yes. Who needs a plan when you've got the watch?" Ben went to the other side of the lift to make some space for his transformation.

"Ben, no. That's just what they want," said Max.

Ben ignored his grandpa and slammed down the watch, transforming into Diamondhead.

"Don't worry, grandpa. I've got this covered," said Diamondhead before jumping off the lift and tackling Sevenseven.

"Ben," shouted Angel, Max and Gwen.

Diamondhead punched Sevenseven a few times, gaining the advantage, but he then got blasted by Sixsix and was sent flying towards Kraab, but the Petrosapien turned around and punched Kraab.

"Ben, come on," said Max loud enough so his grandson could hear him.

"You guys go. I'll hold them off," said Diamondhead as he was about to punch Kraab again, but got tackled by Sevenseven and was sent flying into a wall. Kraab then grabbed Diamondhead with his pincer and slammed him on the ground before sending him fly into a wall. Sixsix and Sevenseven walked towards Diamondhead, but Kraab blocked their way with his pincer.

"Back off. The award mine," said Kraab.

"Not if I take it from you," said Sevenseven.

"Who said you're getting it," asked Sixsix.

The three bounty hunters started to fight, but a blast was fired near them, but they didn't pay any attention to. A metallic ball, however, got their attention and before they what was happening, the ball released a smoke which knocked them unconscious.

When the smoke cleared, it's revealed that Tetrax and Eighteight were the sources of the blast and the ball. They grabbed the barely moving Diamondhead by the shoulders and dragged him back to town.

In town, Tetrax and Eighteight tossed Diamondhead into some nearby crates, waking him up.

"Wh–what happened," asked Diamondhead as he stood up.

"From all people on this planet the Omnitrix ends up in the hands of a child," said Tetrax, grabbing Diamondhead's attention.

"Hey, like I told your buddies, the watch doesn't come off," said Diamondhead. "Believe me, I tried."

"Of course it doesn't," said Eighteight. "The Omnitrix uses alien DNA that binds the genetic structure to the one who's wearing it."

As she explained that, Diamondhead tried to attack Tetrax, but he stopped the attack and send Diamondhead flying.

"You haven't even mastered the powers of this form," said Tetrax as Diamondhead tried to attack him again, but fails. "You're all about muscles. You get into fights without any strategy!"

"Do you ever think before you act," asked Eighteight. "An experienced fighter could've easily defeated those hunters."

"The Omnitrix is the most powerful weapon in the Universe and is the key to epic battle between good and evil," explained Tetrax.

"Yeah, and who's side are you on," asked Diamondhead.

"You're still alive, right," said Eighteight.

"We're on a mission to retrieve the Omnitrix," said Tetrax. "You'll come with us so it can be removed."

"Oh no, I'm not going anywhere," replied Diamondhead.

"I'm afraid you don't have a choice," said Eighteight.

"Oh, I do have a choice," said Diamondhead as he tackled both Tetrax and Eighteight to the ground, but they toss him off just as quickly.

"Like Tetrax said, you haven't mastered the powers you have," said Eighteight. "You're inexperienced."  
"And what makes you such experts," asked Diamondhead.

Instead of saying something, Tetrax removed his helmet, showing that he's the same species as Diamondhead.

"You're me," asked Diamondhead surprised.

"I'm a warrior on my planet while you're an impulsive annoyance," said Tetrax as the watch timed out, turning Diamondhead back to Ben. "We've wasted enough time." Tetrax and Eighteight grabbed Ben, when suddenly Kraab walks up, holding Tetrax's hoverboard.

"Looking for this," asked Kraab.

"Get back, Kraab," said Eighteight. "What are you gonna do? We've got nothing to lose."

"You don't, but he does," said Kraab, pointing at Ben. Just then Sixsix and Sevenseven walked up, carrying Angel, Gwen and Max.

Outnumbered three to two, Tetrax fled with Ben while Eighteight started fighting her younger brothers. Kraab fired at Tetrax, but the blasts were useless against him as he ran into a nearby house.

"What are we waiting for," Ben asked the Petrosapien. "We've got to save them."

"I don't care what happens to them," said Tetrax harshly. "My and Eighteight's priority is to keep the Omnitrix from Kraab, Sixsix and Sevenseven."

"Well, it ain't my priority," Ben glared back at the alien. "That's my family out there."

"You can't save them," stated Tetrax. "It's two against one. You'll be easily overpowered and captured. The only real course of action is for me to retrieve my hover board and we can get out of here."

"But–," started Ben.

"Stay here," said Tetrax. "Eighteight and I will deal with the hunters."

He then left Ben behind and went to retrieve his hover board. Outside, Tetrax used a barrage of shards to free Gwen and Max. He then dived at Kraab, taking his hover board back. After a quick flight away from the pair, he dived down and landed on Sixsix.

Meanwhile, Eighteight was struggling against Sevenseven. Angel, Gwen and Max took cover as this happened.

As the Tetrax and Eighteight fought Sixsix and Sevenseven, Ben noticed that the Omnitrix has recharged. Unfortunately, Kraab noticed this and followed Ben inside the house, who has hidden behind a table. Ben activated the Omnitrix and his first choice was Shocksquatch, but then he remembered Max, Tetrax and Eighteight's words and decided to stop thinking with his muscles and switched his aliens, and transformed once he made his choice. Kraab saw the green light and immediately smashed the table, only to find nothing there. In the rafters, was sneaking out. He jumped on Kraab, and covered his neck with slime. Yelping in surprise, Kraab scurried back and forth, swiping his hands around his neck in an attempt to knock Goop away.

"Get off me, you slimy pest," demanded Kraab.

"Let's see if you can move without functioning," said Goop as he literally went inside Kraab and melted his inwards with his acid, causing Kraab to go haywire and shut down. "One down, two to go."

Elsewhere, Tetrax and Sixsix were still fighting. Sixsix eventually gained the upper hand on Tetrax. Seeing Goop draws Sixsix's attention and he attempted to fire a missile at him. Max hoped on his back to stop him. Sixsix threw him off and prepared to slice through his attacker with an energy buzz saw. This provided enough of a distraction for Goop to tackle Sixsix and sent his flying in the air and slammed him hard down on the ground.

"I told you to stay out of the way," said Tetrax.

"And _I_ told _you_ that my family is _my_ priority and I'd do anything to keep them safe," said Goop.

Elsewhere, Sevenseven was easily beating Eighteight. He fired a grappling hook from his arm, but Eighteight got out of the way, only for the hook to grab Angel by her waist. Sevenseven didn't care and pulled Angel towards him with a buzz saw. Angel tried to get away, but Sevenseven was too strong so she decided to scream. The scream caused Tetrax, Eighteight and the Tennysons to turn towards her. Everyone had shocked expressions, and before any of them could react, Goop launched himself and got between Angel and Sevenseven's saw blade just in time as the saw blade sliced him in half, much to Angel's shock.

"Ben, no," shouted Angel who was freed from Sevenseven's grip.

"Pathetic. Risking his life for a human," spat Sevenseven, but this appeared to be his biggest mistake as Goop regenerated, much to everyone's shock, and looked at Sevenseven with anger.

"You have no idea how mad I am right now," said Goop in a cold voice before tackling Sevenseven and going iside him, like he did with Kraab, but instead of melting him, Goop enlarged his body and it appeared like he was about to literally blow Sevenseven up.

"Everyone take cover," said Tetrax and Angel went up to them, and he and Eighteight shielded the Tennysons with their bodies from the explosion. When Goop blowed Sevenseven up, Tetrax and Eighteight looked up and saw pieces of Sevenseven around them, but what they didn't notice were slime balls falling towards them and got covered in green goo. Angel took part of the goo from her dress and recognized that that was part of Goop and started to tear up, fearing that Ben might have sacrificed himself.

"He saved us," whispered Angel quietly, but Gwen, Max, Tetrax and Eighteight heard her. Tetrax and Eighteight were surprised to see her tearing up over the loss of her friend. Before Tetrax was able to speak, all slime balls started to move towards one point and everyone was shocked to see Goop reforming not too far away, but the moment was ruined when they heard groaning and saw that Sixsix was about to stand up.

"Oh, that's not gonna happen," said Goop as he went up to the water tower and melted two of the support beams before joining his family.

"I hate this planet," muttered Sixsix as the water tower crushed them.

"That's one way to beat the desert heat, don't you think," said Goop jokingly.

"Not bad for a human," said Tetrax.

Angel then went up to Goop and hugged him tightly.

"Don you ever do things like that again," said Angel.

"Hey, it'll take more than some hunters to get rid of me," said Goop, returning the hug.

With the hunters defeated, Eighteight took out a small cube and tossed it at Sixsix and Kraab. The cube expaned and covered them, then contracted, shrinking the hunters along with it. The Omnitrix timed out, turning Goop back to Ben as Tetrax picked up the cube.

"We better get going," said Eighteight.

"Wait, what about this," asked Ben, holding up the Omnitrix.

"I think it's in good hands," said Tetrax.

"Remember that it's a powerful weapon so use it wisely," said Eighteight.

"Here, you can have this," said Tetrax, giving Ben his hover board. "Consider it as a present."

"Wait, I thought you needed this to get back home," said Ben.

"Selective disinformation," said Tetrax, confusing Ben.

"What," asked Ben.

"He lied," said Gwen.

Tetrax then activated a teleporter and disappeared along with Eighteight.

"How is that you always manage to get all the cool stuff and attract the strangest people," asked Gwen.

"Guess it must be my charming personality," said Ben jokingly.

"Right…," said Gwen, rolling her eyes. "By the way, I got something I've been meaning to give you."

Without any warning, Gwen pulled out a bottle of sunscreen and poured it all over Ben.

"Hey, why'd you do that for," asked Ben angrily.

"Wouldn't want to get that big head of yours sunburnt," said Gwen teasingly.

"Ben, I want to thank you for saving me from Sevenseven," said Angel.

"No problem," said Ben as he smiled and pulled Angel into a hug, which she returned.

On Vilgax's ship, Vilgax watched as Tetrax and Eighteight left.

"Betrayed…," hissed Vilgax angrily.

"Unfortunately, the mercenaries don't have the Omnitirx," said one of the droids.

"Whoever is in possession of the Omnitrix must be very clever and fierce than I thought," said Vilgax. "But I will not be denied!"

To be continued…

 **Here is chapter 5! Sorry for the long wait. I was very busy the last couple of weeks. Anyway, I hope you liked this chapter. I just want to make one thing clear – Tetrax and Eighteight are** _ **just friends**_ **. Also, Angel admitted that she likes Ben. The story is just beginning so stay tuned. See you soon.**

 **R &R**


	6. Chapter 6

Ch.6: Tourist Trap

Angel stared across the table giggling. For some reason, Ben was pressing his face against the Rust Bucket window, controlling his features into a rather odd face.

"I would tell you your face will freeze like that, Ben, but in your case, it can be an improvement," said Gwen, not looking from her laptop.

The boy in the other had turned his back on Ben, noticeably eating a sandwich much faster than recommended. When he devoured the whole thing, he opened his mouth and stuck his tongue out, the contents of his lunch now a visibly mushy mess.

"Oh man, the seafood special," groaned Ben before smirking. "Time to pull out the secret weapon."

"Ben, I've got an idea," said Angel and whispered in Ben's ear.

Ben smiled and suddenly disappeared under the window. There was a green light and Angel screamed, getting on the table when suddenly Stinkfly jumped up and pinned Angel down as if he was going to attack her. The boy stared at the 'attacking' Lepidopterran, stunned beyond words, then screamed for his father to hear, who turned his head to see what got his son so excited. One look at the giant bug and the father slammed his foot on the gas pedal, taking off down the road.

Stinkfly and Angel noticed the two's reactions and fell on the floor, holding their guts as they laughed. Gwen looked up from her laptop and shook her head in disapproval.

"There's this thing as taking the joke too far, you know," said Gwen.

"Suite yourself. Funny is funny," said Stinkfly while laughing.

"Ben, get over here," alled Max from the driver's seat. Without a warning, Max hit the brakes and sent Stinkfly and Angel sliding up to the front, causing Stinkfly to hit the console with his tail. "Oh good, you're ready to go. We got trouble ahead."

Just up ahead, the road was blocked by a propane truck that had smashed head first into a cargo truck with the driver of the propane truck stuck inside his vehicle as the door appeared to have been smashed inward, jamming it in place. And to make things worse, a fire seemed to have ignited upon impact as it was making its way to the fuel tank.

"If that propane he's hauling catches fire, then that truck will become a rocket to the moon," said Max.

 **(Theme song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and strong; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'till he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

Stinkfly flew out of the RV and made his way to the wreckage, but backed away when the flames flared up. Meanwhile, Max was trying to direct the panicked drivers away from him.

"Come on, people," shouted Max over the confusion. "Let the… bug do his job."

"These flames are too intense. I really wish I was Heatblast right now," said Stinkfly. "That gives me in idea." Stinkfly flew up and shot multiple slime balls, that put out the flames. Once the flames were out, Stinkfly landed on the roof of the cabin and ripped the roof apart with his sharp tail and pulled the driver out.

"There's no need to thank me. Just doin' what I had to do," said Stinkfly to the driver after landing safely on the ground.

"Ahh, that's the monster that attacked those kids," shouted the kid from before, who happened to be in the crowd.

"Well, look at the time. Gotta fly," said Stinkfly before flying away.

Soon, the Tennysons were back on the road and Max thought it would be nice if they made a relaxing pit stop at one of his favorite towns. Even though he was excited, he was very mute on the details as he wanted to keep it a surprise. As they drove, the kids saw a sign that made them even more curious.

"You'll have a ball with it," said Gwen aloud.

"C'mon, grandpa," begged Ben. "At least give us a hint of what 'it' is."

"Uh–uh, no hints," said Max excited. "I've been planning this stop all summer."

The pattern continued for another thirty minutes until finally Max stopped the RV at their destination. The old Tennyson was buzzing with excitement as he got up from the driver's seat, walked over to the door, and turned to the children that were gathered around him.

"Now I want you all to close your eyes," said Max. The children complied and closed their eyes, with Angel grabbing Ben's arm, and heard Max opening the door. Together, Ben, Angel and Gwen stepped out of the vehicle. "Now, open 'em up!" Their eyes flew open – Ben and Angel looked excited and Gwen looked curious. But in just two seconds, their expressions all changed to looks of disappointment as they stared up at the sign that said: "Ta–da! Welcome to Sparksvile!"

Ben, Angel and Gwen shared a look with one another, almost afraid to say anything that could hurt Max's feelings. Every building in the small town was topped with some kind of an oversized prop, like a bottle of ketchup or an oversized hotdog. While the children grimaced, Max looked around with joy and wonderment.

"Is this place or what," asked Max excitedly.

"I think I'll go with 'or what'," said Angel.

"Come on," said Max, still grinning from ear–to–ear. "What's more exciting than the world's biggest fishbowl?"

"I'll go with Stinkfly as the world's biggest insect," said Angel.

A man in well–dressed western suit, but with a permanently blank face walked up to the Tennysons and spoke in a monotonous voice.

"As the mayor of Sparksville, I welcome you, O' seekers of wonder," said the mayor.

"I know you guys are probably excited to see 'it'," said Max, breaking the awkward moment and handed the children three tickets. "I'll go check us in at the hotel."

With that, he left the children to their own devices, which really left them with nothing to do in the old boring town. With nothing better to do, Ben and the girls decided to check out the exhibits.

They decided that their first stop would be at a run–down looked building only covered by a white sheet with a sign that said 'Jackalope' out front with no other reason that it was the closest one. Ben rang the bell on the rickety ticket booth when the mayor showed up wearing a staff hat.

"Tickets please," said the mayor monotonously.

"I thought you were the mayor," said Ben, raising an eyebrow still handing over the tickets.

"He who wears the crown is burdened by many hats, son," said the mayor, ripping the tickets and letting them through the turnstile. "Mind the signs."

Inside the building, they took pictures of everything, made funny faces as they captured the moments. They took pictures of several different places, including: the front of the jackalope building, an "American Gothic" painting cutout, a planetarium in which an employee was replacing the "sunlight" bulb, a giant house of cards, a giant hot-dog, Ben getting sprayed with ketchup and mustard, Gwen getting a hot-dog tossed at her, Ben wearing jackalope horns and Angel wearing googly-eye glasses, the world's largest fish bowl (Ben, Angel and Gwen pretending to be about to vomit), them sitting on a bench bored and an "It is this way" sign.

They decided to finish up their day to see the barn containing "It", and unsurprisingly, the mayor happened to be there.

"Through these doors lies the weirdest, wildest thing to ever find its way to Sparksville," said the mayor in his usual monotone as the doors behind him cracked ominously.

"Please tell me this is 'it'," said Ben, complaining as the trio walked inside, past the multiple luminescent signs. Ben turned his head and read one: "Do not touch it."

"Do not photograph it," said Gwen, reading another sign.

"Do not use any batteries or electrical equipment anywhere near it," Angel read the last overhead warning sign.

Ben and the girls looked skeptical. Finally, they reached the other end of the barn and found a giant wall with flashing lights and a bold label that said: **THIS IS IT**. The wall was raised by an unseen mechanism and revealed… a giant rubber band ball.

"This is 'it'," complained Ben.

"It's big ball of rubber bands," said Gwen blandly to the mayor walking up behind them.

"And who knows what secrets lie within," said the mayor, trying to sound mysterious.

"I guess more rubber bands," said Angel sarcastically.

"Stay for as long as you like," said the mayor monotonously. "Mind the signs." And with that the mayor left the children with the rubber band ball.

"Look at this place," complained Ben when the mayor was out of earshot. "These guys are full of 'it'! We've been punked!"

"Can't argue with that," said Angel, crossing her arms in a huff.

"It's pretty lame," agreed Gwen. "I can't believe grandpa was so excited about this place." But despite their complaining, Ben suddenly had a mischievous grin on his face and started walking around the ball. "Uh–oh, I know that look, Ben. What are you thinking?"

"It better be something fun," said Angel in hope.

Instead of speaking, the boy decided it would be better if he showed them. He walked around the rubber band ball until he was out of sight. The girls heard the Omnitrix being activated, and a flash of light filled the barn. A few seconds later, the giant rubber band ball was lifted off the ground by Kickin Hawk with both hands above his head.

"One good prank deserves another," said Kickin Hawk.

"…For once, I agree with you," said Gwen after a moment of thought.

"Got something special in mind," Angel asked Kickin Hawk.

"I was thinking of the world's largest soccer ball," said Kickin Hawk, tossing the rubber band ball between one hand to the other.

"Ben, you better put that down before you drop it," said Gwen firmly.

"Not a chance," said Kickin Hawk arrogantly, raising the elastic ball higher in a single hand while putting the other behind his back. "I could lift this thing with one hand tied behind my – ".

Unfortunately, just as Gwen predicted, Kickin Hawk lost balance in his right hand and dropped the rubber band ball on the ground. Angel and Gwen got out of the way as the ball bounced off the floor and through the roof. The ball continued to bounce after it left the barn, it knocked over several exhibits and crushed a food cart and went for the Tennysons – the girls once again got out of the way while Kickin Hawk redirected the ball in another direction with a kick. The giant rubber band ball finally came to a stop when it smashed through the world's largest house of cards.

Angel, Gwen and Kickin Hawk approached the wreckage with horrified expressions until Gwen slapped Kickin Hawk across his elbow.

"Ow," whined Kickin Hawk. "What was that for?"

"Because thanks to you we're gonna be criminals," said Gwen with a glare.

"Don't get so stressed," said Kickin Hawk calmly. "I'll just put everything back to the way it was. No problem." And as luck would have it, the Omnitrix timed out and turned Kickin Hawk back into Ben. Angel and Gwen gapped at Ben, who leaned against the rubber band ball with a grimace. "Okay, maybe a little problem." What he didn't notice was a small charge from the watch being drawn into the ball.

"What are we gonna tell grandpa," asked Gwen in panic as they walked back to the motel just down the street from the destruction.

"Nothing," said Ben immediately. "Just play dumb."

"Easy for you to say," said Gwen. "You're more experienced then me."

"Good thing I can keep a secret," said Angel.

Inside the motel room, it appeared that the entire room had been turned on its side, including the beds and the door.

"Hey, there you are," said Max gleefully. "Isn't this place a riot?"

"Why? What'd you see? We don't know anything about it," yelped Gwen quickly and Angel put a hand over her mouth.

"She means it's great grandpa," interrupted Ben while putting on the best smile he could muster. "Can't wait to check out the bathroom."

Back at the rubber-band ball, the charge had spread all over the surface. A small electric bolt escaped from it and started to circle the power lines and exhibits. It then put a hole through the welcome sign for the town. The bolt then revealed itself to what appeared to be a yellow creature. It's amused by its work, laughed and left.

Ben, Angel and Gwen managed to somehow find a way to sleep on the side way motel beds. However, Angel decided to sleep with Ben. They all managed to get a good sleep during the night until morning as Grandpa Max's voice was heard.

"What the heck happened here," asked Max in a voice that caused the children to fall from their beds.

"Ah, he knows everything," squeaked Gwen. "We have to come clean, tell grandpa everything!"

"Sometimes it's hard to believe you're really a kid," said Ben, rolling his eyes.

"Never admit anything until you absolutely have to," said Angel, agreeing with Ben. "Got it?"

"Benjamin! Gwendolyn! Angel! Get out here," Max called them in a serious tone.

"Gwendolyn? We're doomed," said Gwen in fear.

Ultimately, they reluctantly got up and opened the side door, ready for their punishment. However, when they got outside, they were in complete disbelieve when they saw what happened to the town. It was worse than anything Kickin Hawk had done thousand times.

"Whoa, what happened," asked Ben in shock.

"I don't know," said Max. "Looks like a tornado tore through here overnight."

"Good," said Ben in relief. Unfortunately, this earned a suspicious look from his grandfather as he said it. "I mean, yeah, it was just one of those freaky nature things, right, girls?"

"Yeah, probably," said Angel nervously.

Gwen didn't trust herself to say anything and simply nodded with Ben half–baked explanation. Max looked suspicious, but decided to let it go and looked away from the children. Just when the kids thought they were almost I the clear, the mayor of Sparksville walked up to them.

"I think it's pretty clear who is responsible for these juvenile acts," said the mayor in his usual monotone.

"Juvenile acts, huh," repeated Max and looked at the children suspiciously. "If I didn't know better, that sounds like – ".

"Oh, I'm not talking about these youngsters," the mayor interrupted.

"You're not," asked the Tennysons. Max looked back at the kids, who smiled innocently.

"Yeah, well, if they didn't do it, who did," asked Max.

Just then a small yellow creature appeared. It hung around Ben, Angel and Gwen, making silly poses and faces, and pulled Gwen's shirt over her head, and left.

"What the heck was that," asked Angel.

"Megawhatt," said the mayor.

"Mega–what," Ben repeated strangely.

"Exactly," said the mayor. "Normally wrapped up tight inside of 'it', that is until last night. Some say it's ball of lighting come alive, others say it's a static cling run amok. Tough to say."

"Maybe it's an alien," guessed Angel.

"Alien," said the mayor, looking at Angel strangely. "That's just plain kooky talk."

Near a soda machine, the Megawhatt saw the chance to cause even more trouble and entered it.

"What's it doing," asked Ben.

"It eats electricity," said the mayor. "The more it gobbles, the more powerful it gets." The soda machine stopped shacking, but then started to fire cans of soda at the people like bullets. "It's also got a dangerous sense of humor."

The barrage continued, and the four took cover from a nearby overturned car.

"You left that thing inside a giant rubber band ball all this time," Max asked the mayor. "Isn't that kind of dangerous?"

"Not as long as people mind the signs," the mayor said for the umpteenth time.

Max and the mayor turned their gazes on the children. Angel was good at keeping a secret, but Gwen looked like she was about to crack any – .

"All right, we did it, we're guilty," confessed Ben.

"So much for admitting nothing," said Gwen, glaring at her cousin.

"We're gonna talk about this later, you three," said Max. "But for now, how do we stop this thing, Mr. Mayor?"

"What do you mean, we," asked the mayor dryly, casually sitting on a bench behind him. "You let it you, you catch it."

The four started looking for the Megawhatt. As they discussed where they might possibly find it, it sneaked up behind Max and gave him a wedgie, literally lifting him off the ground.

"That's not funny," Max grunted. "It's just painful."

"Don't worry, grandpa," said Ben, activating the Omnitrix. "I know just the alien to take on Sparky." When he slammed down the hourglass, Ben was engulfed in green light. When the light faded, in Ben's place stood Shocksquatch.

"Of course," said Angel. "Shocksquatch has electrical powers like the Megawhatt."

"That's why I chose him," said Shocksquatch.

"I know I don't say that very often, but good thinking," said Gwen.

The Megawhatt let go of Max and continued to cause havoc on the other exhibits. He maked the world's largest ketchup bottle overflow. The top of the bottle then cut the head off a giant chicken.

"Time to go home," said Shocksquatch, who was rolling up on the rubber ball, and he sent pieces of rubber–bands flying in every direction, which caused even more damage.

"Whose side you are on," asked Gwen, yelling.

"Is it me, or there's a lot of excitement today," asked the mayor in his standard monotone, while sitting on a bench with a bag of popcorn with a random kid next to him.

The Megawhatt laughed at the damage done by Shocksquatch, which only made him angry.

"Let's see how you'll like this," said Shocksquatch as he fired an electrical charge from his hands. The Megawhatt avoided and blast and looked at Shocksquatch. "Not so funny now," said Shocksquatch.

However, the Megawhatt laughed again and took off. Shocksquatch chased after it and managed to slow it with an electrical blast, and punched it hard.

Not too far, Angel, Max and Gwen watch the fight.

"We have to help Ben somehow. The Omnitrix will time out soon," said Angel, worried for her crush.

"I've got an idea. Let's go," said Max before running off, followed by the two girls.

Shocksquatch grew tired of chasing and tossed a sewer lid at it. "Hey, sparky, catch!" The lid cut the Megawhatt in half, only to regenerate into two separate parts. "Okay, maybe that wasn't such a good idea."

And just as luck would have it, the Omnitrix timed out and turned Shocksquatch back to Ben. The Megawhatts didn't look happy to see him, especially after all the trouble he caused them. Both Megawhatts fired bolts of electricity at the boy, barely missing him when Max and the girls arrived in a truck that was carrying the world's largest thermometer and picked Ben up.

"Grandpa, what're you doing," asked Ben.

"Giving these sparkles a science lesson they won't forget," said Max.

The elderly man slammed his foot on the accelerator to kick the truck into high gear when the Megawhatts started chasing them. It took the Megawhatts a few seconds to catch up to them, but it looked like Angel, Max and Gwen had a plan after all.

"Hey, Mega–weird," called Gwen out insultingly, shifting a lever on the console. "Come and get us!"

The lever seemed to be controlling the flat bed of the truck as the world's largest thermometer was raised at an angle on the surface, sliding off and stabbing into the ground. The Megawhatts were going too fast to stop and ended up smashing headfirst into the thermometer. Max stopped the truck and hopped out with the children. They saw the electric current of the Megawhatts sparkling off top of the giant thermometer before it slowly dissipated into the ground.

"What happened," asked Ben, confused.

"We used the world's largest thermometer as a lightning rod," said Gwen smugly. "Who needs an alien superhero when you got good old fashion brain power?"

"I don't think it's over," said Angel as she grabbed Ben's arm in slight fear.

"Your friend is right," said the mayor. "The Megawhatts will just use the ground as a conductor."

"What does that mean," asked Ben, still confused.

"Oh no," said Gwen, realizing the error of her judgment. "It means the Megawhatts are just zipping underground until they find some was back to the surface."

As if to prove her point, the Megawhatts started to come from every power line and telephone line. The Megawhatts gained a massive amount of energy, and continued to cause trouble. They busted the wheels of every car, a transformer, a fire hydrant, and then the world's largest toothpicks.

"There goes the world's largest toothpicks," said the mayor in his usual monotone. "Oh, the humanity."

The Megawhatts giggled incessantly before they zipped to somewhere else.

"Those creep's idea of good clean fun is going to have us pushing up daisies," said Max.

"Now is a good time to go hero, Benny," said Angel and put a hand over her mouth when she realized how she called her crush.

"I'm trying, but watch is still recharging," said Ben, not paying attention to nickname Angel called him by.

The Megawhatts settled on the knocked over jackalope near the motel. After speaking to each other in some language, they took off.

"Uh, where'd they go," asked Ben, sratching his head.

"I don't know," said Max suspiciously. "But I don't think it's good."

Without a warning, the ground started rumbling ominously and suddenly one of the building nearby exploded outwards, opening a massive hole in the wall. What came out was Sparksvile's planetarium exhibit, only now it was walking around like a human and it was powered by the Megawhatts. The monster–sized exhibit paused for a moment, seemingly looking down at the Tennysons, then marched mechanically towards the outskirts of the town.

"Well, that's something you don't see everyday," said Angel. "And we've seen a lot of strange things so far."

"Come on," said Max, running ahead. "We'll head it off in the – ".

No doubt he was going to mention the Rust Bucket, but they only ran a few feet before they found out that the Megawhatts had already beaten them there. The RV's tire had been taken off and there were green smiley faces on the windows, along with with a tag:

"U am lame," Ben read, laughing mockingly. "That's weak."

"And don't even get me started on the grammar and spelling," added Gwen.

"So what now," asked Angel.

"I reckon they'll head for the big hydroelectric dam to power up," aid mayor, who finally stood up from the bench. "After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yup, the Megawhatt have a real twisted sence of humor."

Gwen looked around the town as if the answer to all their problems would just appear out of nowhere when her eyes fell on the world's largest fish bowl. Ben also noticed his cousin looking up at the fish bowl and somehow seemed to understand her thought process and they both exchanged knowing looks.

"You thinking what I'm thinking," Gwen asked her cousin.

"Yeah," nodded Ben. "Beat those pranksters in their own game."

At the dam, the planetarium was busy trying to smash through the dam. A column of flame then engulfed it. It looked up to see Heatblast on top of the dam.

"This is your only warning," threatened Heatblast. "Knock off the funny business or I'll fry your twinkling butts."

The planetarium hit the dam again, causing a leak and knocking off Heatblast over the edge at the same time. Heatblast descended the dam to the rapidly approaching water, though he was able to create a column of flame under himself to ride it to safety.

Heatblast moved to seal the leak, while the planetarium moved to the turbines to absorb the energy. Near the turbines, a large tarp covering a sphere-shaped object could be seen. As the giant planetarium approached the turbines, Heatblast arrived, riding another column of fire. He still needed to get the hang of controlling it though, as it went out and caused him to crash into a nearby wall. The Megawhatt staggered out, though the planetarium punched him across the dam.

"Leave him alone," said Angel, who had sneaked up from behind and sprayed the planetarium with a hose to annoy it.

As the Megawhatt–planetarium was about to punch her, Heatblast made a large fireball.

"What's the matter," asked Heatblast. "Too hot for ya?" The Pyronite threw the fireball into the planetarium and watched as the machine exploded. With their toy destroyed, the Megawhatts had no choice but to leave the machine and none of them looked happy to be there. "You really got burned with that one. You guys should really quit while you're behind."

They tried to get him, though he disappeared in a cloud of smoke. The Megawhatts turned around and saw Heatblast leaning against a giant tarped object, blowing kisses at them tauntingly. They became so annoyed and attacked recklessly towards him as he entered the tarp and the Megawhatts followed him inside. When the last Megawhatt went inside, Max and the girls appeared form behind.

"Ben did it," said Max. "They took the bait."

Max grabbed a bundle of the tarp and pulled it off, revealing that the Megawhatts had recklessly followed Heatblast into the world's largest fishbowl. By the time the Megawhatts realized they had been tricked, Heatblast came around and breathed a current of fire that melted the top of the fishbowl, permanently sealing the Megawhatts inside. And of course, Heatblast had to get the last laugh and taunted them by sticking his tongue out childishly, with Angel mimicking him.

"Once again, science saves the day," said Gwen proudly as the Omnitrix timed out, turning Heatblast back to Ben.

"With a little help from science fiction," Ben included as Angel hugged him.

When they returned to Sparksville, the children were more than happy to have the Rust Bucket fixed and were ready to leave at any moment, but first the mayor wanted a word with them at the town square next to something hidden underneath a tarp.

"You folks done right by us," said the mayor monotonously.

"Hope this adventure wasn't a big setback for Sparksvile," said Max in concern.

"More like a giant step forward," said the mayor, shrugging his shoulders uncaringly. "With our new attraction, soon we'll be raking 'em in." He pulled the tarp and flash of light temporary blinded the Tennysons until their eyes adjusted. When they saw what it was, the children came close to laughing while Max looked on I awe. "The world's biggest light bulb. It'll be a humdinger."

Ben felt the most satisfaction out of the idea knowing he was the one that put them there, but the mayor had to ruin his parade by reminding him how all this trouble started.

"Just as long as people mind the signs," said the mayor, leaning closer to Ben in particular.

The mayor then walked away with a signpost planted on the ground in front of the light bulb to emphasize his point:

"In case of emergency, do not break glass," Ben read the sing aloud. He knew that the sign was made specifically for him in mind, but Ben couldn't find it in him to care anymore as he and the rest of his family walked back to the Rust Bucket. "Ah, I think I'm pranked out for a while."

"There's a time and place for a practical joke, Ben," said Max sagely. Ben stared at his grandpa for a moment, not really caring for what he had to say, until he opened the RV door. Angel noticed the bucket of water and tried to warn Ben, but it was too late as the bucket landed on Ben's head. The young Tennyson boy pulled up the bucket and glared at his relatives, who were starting to crack up. "But funny is funny! Especially when it's not on you!"

Ben dropped the bucket back down in defeat as Gwen and Max laughed and Angel grabbed his arm in concern.

To be continued…

 **Happy New Year, everybody! I hope all of you had great holidays. Here's the first chapter of the year. I'm sure some of you expected for Ben to get Buzzshock in this chapter, but the first alien Ben will unlock is Cannonbolt. Anyway, the next chapter will be Kevin 11 and I'll post it as soon as possible.**

 **R &R**


	7. Chapter 7

Ch.7: Kevin 11

The Tennysons have arrived at a hotel in New York City. Grandpa Max was at the main desk, checking everyone in.

"Wow, this hotel has everything," said Gwen giddily as she read the hotel's brochure. "Indoor pool, full–day spa – ".

"Now don't get used to it," said Max humorously. "It's only for one night."

"It'll be cooler if there was something fun to do around here," muttered Angel, who was standing next to Ben as they appeared the only ones who were disappointed that they were staying in the fabulous hotel.

But their mood changed the second Ben spotted something across the lobby. The hotel theater was hosting something for Sumo Slammer.

"Check it out," Ben said to Angel, while pointing at the Sumo Slammer exhibit. "That's what I call fun."

"I'm with you," smirked Angel and they ran off.

"That's the new Sumo Slammer video game," said Ben excitedly.

They almost reached it, but their path was blocked by the stern–looking security of the theater.

"Pass," the guard questioned seriously.

"Uh… must've left them inside. We're two of the game pros testing out the system," said Ben as he and Angel pretended to check their pockets.

"VIPs only," said the guard sternly.

Ben and Angel slouched in defeat and dragged their feet back to where Gwen and Max were.

"I know what you're thinking, you two," said Max sternly. "Don't get any ideas."

"Okay, we won't, geez," said Ben as he and Angel threw their hands I the air in mock surrender.

Max and Gwen don't fully believe them, but make their way to the elevator nonetheless, which appeared to be a mistake as Ben activated the Omnitrix and transformed into Ghostfreak, picked Angel up, and went back to theatre.

"But we will," said Ghostfreak to the guard, who looked uncomfortable, and made their way to the video game.

"That was so cool. Did you see the look on his face," said Angel as Ghostfreak put her down.

"Tell me about it. We should've done it from the beginning," said Ghostfreak as he and Angel picked a console and started playing.

At the elevator, just as Max and Gwen were about to enter it, they noticed that Ben and Angel were missing.

"Where are Ben and Angel," asked Max as he looked around.

Back at the arcade, Ben and Angel were "on fire" at playing Sumo Slammer. But they failed to notice the guard walking up to them and placed his strong hands on each of their shoulders. The children looked up and Angel hid behind Ben in fear at the gaze of the sternly–looking guard.

"What do you two have to say for yourselves," asked the guard, leering.

"Uh… game over," asked Ben nervously.

 **(Theme song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and strong; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'till he makes them pay,**

' **Cause he's the baddest kid to ever save the day,**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

As to be expected, Ben and Angel were immediately pulled up by the napes and tossed out onto the New York streets. But if that wasn't bad enough, the guard actually had to track down Gwen and Max and literally threw them out along with their luggage. The two unsuspecting Tennysons could only watch the scene play out in a stupor.

"And never come back," shouted the guard.

"I told you not to sneak in there," Max said to Ben and Angel, glaring.

"Technically, it was Ghostfreak who snuck in," said Angel with a whisper.

"I can't believe you," said Gwen in frustration. "I never even had the chance to take a shower – a real shower for the first time all summer! Plus, they had a spa – A SPA! Nice going, you two!"

Ben and Angel stayed silent, and Ben was glowering the whole way as they walked back to the Rust Bucket parked across the street.

"How do you expect me to trust you if you keep misusing the power of the watch," Max berated Ben.

"Excuse me," scoffed Ben. "I used it a hundred times for good. Why can't I just use it once for me?"

"It's not how many time you use it, Ben," said Max. "It's how you use it."

"It was no big deal," grumbled Ben.

"To you," said Max. "And that's all you care about. So, no more Sumo Slammer stuff for two weeks. No comic books, no trading cards, no – "

"Fair," yelled Ben, jumping up angrily. The action caused Angel to jump back as she was sitting next to Ben.

"Neither is getting kicked out of a 4–star hotel I already paid for," said Max.

"Fine, take it out on my allowance," said Ben as he sat back down and crossed his arms.

"You don't get allowance," said Gwen, trying to change the subject.

"Stay out of this," said both Ben and Max in unison, and Gwen tried to look smaller in her seat.

"This is my vacation, too," Ben said to his grandpa. "You can't always tell me what to do. You're not my dad!"

That statement took everyone by surprise. Angel hadn't known Ben as well as Gwen and Max, but she'd never imagined to hear something like that from him. To say, Max was the most shocked by the three, but managed to stay calm.

"Well, if I was –," started Max, but decided to chage the subject. "I'll go back to the hotel and see if I can have at least some of my money back."

Ben stood up and went to the back of the RV and pulled the current. "Don't hurry."

"We'll be fine," said Gwen and Max went back to the hotel.

"Not fair! Totally not fair," the girls heard Ben shouting.

The boy then opened the current and walked out of the Rust Bucket.

"Where do you think you're going," asked Gwen.

"What does it look like," asked Ben. "Out."

"Get back here," said Gwen.

"Ben, can I come with you," asked Angel shyly.

"Sure," answered Ben and the 8–year–old girl quickly joined him.

"Get back here, you two," commanded Gwen.

"Sorry, I don't speak dweeb," said Ben and continued walking, followed by Angel and Gwen.

"You guys are gonna be so grounded," said Gwen, but Ben and Angel ignored her.

The trio ended up at the arcade and Ben tried one of the games, with Angel watching from nearby, but the 'Game Over' sign appeared on the screen before he even started.

"Game over," asked Ben surprised. "It just started." The boy saw an employee and complained. "This thing ate my tokens."

"Read the sign, kid," said the employee. "It says: 'Play at your own risk'."

"This place is a rip off, you know that," said Ben as the employee left.

"You're right. The games here stink," said a voice and Ben and Angel turned around and saw a thin and scrawny boy with shoulder-length black hair, pale skin and dark brown eyes with black-discolored marks around themHe wore a torn black T-shirt, black studded arm bands, brown cargo pants, black knee-length shoes, and a padlock necklace.

"Yeah, but not as bad as his breath. Major case of sewer mouth," said Ben, waving his hand across his nose as Angel hid behind him.

"You're funny," said the boy, laughing and then put his hand on a game and sent an energy surge. "Here, you own me one." The surge caused all the tokens that were in it to dispense.

"Whoa, how'd do that," asked Ben, impressed as he collected some of the tokens.

"I got some skills," said the boy.

"We can't take those. They aren't ours," said Gwen, walking up to them.

"They are now," said Ben and turned to the boy. "Thanks. I'm Ben and this is my friend, Angel." Ben introduced himself as Angel waved unsure, still hiding behind Ben.

"Kevin," the boy introduced himself and pointed at Angel. "What's with her?"

"She's just a little shy," said Ben as he placed a hand on Angel's shoulder, which caused her to blush. "So, wanna play some air hockey?"

"Nah, I gotta bail," said Kevin as he saw a gang of teenagers coming up around the corner.

"He's total trouble," said Gwen.

"He seemed okay to me," said Ben and he and the girls were pushed by the teenagers.

"Log time no see. Where are you going, freak? Home to recharge your batteries," asked a third teenager, blocking Kevin's path. Kevin backed up, but was grabbed by the others and a fourth teenager joined them.

"Need some help," asked Ben.

"He's gonna need a lot more tha you," said the fourth teenager as he tossed Ben away. "Now beat it."

"Ben, are you okay," asked Angel, speaking for the first time in a while.

"Yeah. I've got some skills, too," said Ben as looked at the Omnitrix and ran to hide.

"Ben, don't," said Gwen, trying to stop him.

Ben hid around the corner and slammed down the core of watch, engulfing him in bright green light. When the light faded, in Ben's place stood XLR8.

"How's the hang out? Still trashed like I left it," asked Kevin.

"Yeah and you're gonna pay. You can't take us all alone, freak," threatened the fourth teenager.

"But I can," said XLR8, bringing everyone's attention.

"A little early for Halloween, dude, isn't it," said one of the teenagers, trying not to sound afraid.

XLR8 went up to him and lifted him up in the air by running in a circle, creating a tornado. The Kineceleran stopped spinning and the boy fell down, and XLR8 hit him with his tail, slamming him into some machines. XLR8 then disappeared for a few seconds, before taking down two more teenagers. The last teenager was about to leave, but XLR8 blocked his path.

"Trick or treat," said XLR8, causing the teenager to run away screaming.

Kevin looked at XLR8 and the Kineceleran waved at him, which caused Kevin to smile, silently thanking him for saving him.

I can't believe you went alien," complained Gwen as they were outside the arcades.

"He helped me, so I helped him," said Ben. "You wouldn't get it and neither will grandpa. That's the problem."

"Did you see what that speed guy did to those losers," asked Kevin, walking up to them.

"Yeah, dude's name is XLR8. In fact, we're pretty tight," said Ben.

"Cool. Hey, wanna tour around New York," asked Kevin.

"You keep grandpa waiting longer, he's gonna pop another casket," glared Gwen. "We gotta go. Like _now,_ Ben."

"Don't you mean, you have to go," asked Ben.

"I think I'll come with you," said Angel, joining Ben and Kevin.

"You two are on your own," said Gwen, leaving for the Rust Bucket.

"That's the way we want it," said Ben and he, Angel and Kevin walked in the opposite direction.

"So, how'd you get your power," asked Ben, while they were walking down one of the streets of New York City.

"I was born with it. I'm like an energy sponge. Motors, air conditioners, lights, batteries, whatever," explained Kevin.

"Cool," said Ben, impressed.

"Come on, I'll show you where I live," said Kevin.

"Ben, I'm a little scared," Angel whispered to Ben.

"Don't worry. There's nothing to be afraid of," said Ben and grabbed her hand.

Back at the RV, Gwen walked into the vehicle only to meet Max's glare.

"Where are Ben and Angel," asked Max angrily, sitting on the driver's seat.

"Yeah, about that," said Gwen, trying to sound brave.

Kevin led Ben and Angel to his home, which was an abandoned subway station. Televisions were scattered about, along with a vending machine and an arcade machine.

"You live here," asked Ben.

"Yeah, by myself," said Kevin.

"What about your family," asked Angel quietly, still holding Ben's hand.

"Long gone. They weren't too thrilled on having a freak for a son. But it just means I answer to nobody," said Kevin.

"Sounds good to me," said Ben. "So why was that gang after you?"

"I kinda thrashed their hangout under the 39th Street Bridge," explained Kevin. "What you guys? Sounds like your grandpa is pretty steamed at you."

"Like usual. And all we did was to sneak in and play the new Sumo Slammer video game," explained Ben.

"The one that doesn't come out until Christmas," asked Kevin.

"Yeah," answered Ben and Kevin smirked.

The trio arrived at a warehouse by the docks.

"I got a tip a new shipment just came in," said Kevin as he went up to the door and used his powers to bust it. Upon their entry, Ben noticed crates full of copies of the new game, yet kicking the door let the silent alarm go off.

"Check it out," said Kevin as went up to one of the crates, opened it and tossed Ben and Angel a copy of the game. "Waiting's over, dudes."

"Now we're talking," said Ben happily.

Just then gas cans had been thrown through the windows and flashes of lights came from outside, confirming the trio's suspicions that the police had arrived.

"What are we gonna do," asked Ben.

"Get out of here," said Kevin as he ran off, followed by Ben and Angel.

However, they didn't get far as SWAP members came in. Kevin then absorbed a nearby electric socket and used it to power a forklift. He crashed the forklift into one of the SWAT members. Ben, Angel and Kevin then head for the exit, only to be discovered by the police. They ran back in as the police exited their cars.

"Great, no way out," said Ben.

"I'm scared. I don't want to go to jail," cried Angel as she grabbed Ben hand tightly.

"Any ideas," asked Kevin, but Ben ignored him as he was trying to comfort Angel.

"That's okay, Angel. We're not going to jail. I promise," said Ben as he hugged her.

"I'm open for suggestions," shouted Kevin.

"I've got an idea, but can you keep a secret," asked Ben as he pulled back from Angel and looked at the Omnitrix, which to his relief was green.

"Sure," answered Kevin.

Ben activated the watch and cycled through his aliens, before finding the right one.

"What are you doing with your watch," asked Kevin and Ben slammed down the core, and was engulfed in green light. When the light faded, in Ben's place stood Stinkfly, much to Kevin's shock, but immediately put his hand over his nose.

"Dude, you stink," said Kevin.

"I know," said Stinkfly.

Stinkfly grabbed Angel and Kevin by their collars and quickly flew out of the warehouse with helicopters following them.

"Oh, yeah. And people call me a freak," said Kevin. "How'd do that?"

"Talk later," said Stinkfly as he saw the helicopters behind them, who tried to shoot them down.

"We're going to die," said Angel scared.

"No we're not. Hang on," said Stinkfly as flew to the Statue of Liberty, where they managed to lose the police, but just then a flamethrower stopped Stinkfly in his tracks. The trio looked up and saw a big, red dragon, being yellow on the front and green and black spiky hair on the back that went all the way to its tail and it also had big red wings.

"Where do you think you're goin'," asked the dragon.

"Since when New York has dragons," asked Angel.

"We don't have for this," said Stinkfly as he flew away, but got spotted by the police and the red dragon followed them.

"You can't run away from the Am Drag," shouted the dragon.

"What the heck is 'Am Drag'," asked Kevin.

"Are you seriously gonna ask that right now," said Stinkfly. "I'm running out of time. I'll try to lose them in the city."

Stinkfly flew into the city and flew through the traffic, preventing the police and the dragon from shooting. He landed on the front window of a bus, but the vehicle went out of control and Stinkfly flew up as the bus crashed into a hotdog wagon, but that only made the police to start shooting again. They passed the RV, and were spotted by news crew, who was able to get them on live broadcast. Kevin did a quick peace sign and Angel smiled nervously before the police started shooting again. Stinkfly then found a highway bridge and a truck transporting cars.

"I've got an idea," said Stinkfly as he flew over the truck and under the bridge.

"Let's meet them on the other side," the dragon said to the police.

The baffled officers and dragon failed to spot a sign of them anywhere, and Kevin, Ben and Angel were in one of the cars.

"Yeah," celebrated Kevin.

"So your watch lets you turn into that dragon flying thing," asked Kevin as the hid in an alley.

"Speaking of flying dragons, since when the police here works with that fire–breathing dragon," asked Angel. "It's like the people here see dragons on daily basis."

"At least we lost them, right," said Kevin and turned his attention back to Ben. "So, about your watch?"

"It's true I use it to transform, but not just Stinkfly. Thanks to it, I can turn into 10 different aliens," explained Ben.

"Ten? So that speed guy at the arcade was you," asked Kevin.

"Yup," nodded Ben.

"You're the man. Show me one of the other aliens you can morph into," said Kevin.

"I can't. It has a mind of its own," said Ben.

"Gimme it. Maybe I can make it work," said Kevin as he reached for the Omnitrix.

"Can't. It's stuck on my wrist," said Ben and Kevin came up with an idea, which made Angel worry and slowly hid behind Ben.

"We should be partners. With our power combined, we can do whatever we want whenever we want. We can totally cash in," said Kevin as he brought out his hand. "What do you say? Friends?"

"Friends," said Ben and they shook hands.

"Cool, let's ditch the little twerp and we can get out of here," said Kevin as he pointed at Angel.

"What? No way," said Ben. "If I'm coming, than she's coming, too."

"Why do you care about her so much," asked Kevin.

"Because she' my friend and my responsibility, and it's my job to keep her safe," explained Ben, causing Angel to blush.

"Okay then," said Kevin.

"From all the stunts Ben and Angel have pulled, this is the worst," said Max, furious. "When I get my hands on them – ".

"Uh, I should really be enjoying this," muttered Gwen. "So why aren't I?"

Inside the subway system, Kevin told Ben to boost him up to a lamp, so he can absorb some of the energy from it. He then walked over to the train track switcher, and used the energy to activate it, 'causing the track to switch.

"What are we doing," asked Ben.

"A money train filled with cash comes down this track so when it crashes into the upcoming passenger train, BOOM, instant jackpot. You turn into XLR8 and the three of us are outta here," explained Kevin.

"But lots of innocent people will be killed," said Angel, hidden behind Ben.

"Hey, no pain, no gain," said Kevin.

"You can't do this," said Ben.

"Sure we can. I just switched the tracks," said Kevin.

"I mean I'm not gonna let you do this," glared Ben.

"We shook. We're partners," said Kevin angrily.

"No! This is going way too far," replied Ben.

"Then try and stop me, watch boy," challenged Kevin.

"You care about nobody else, but yourself," muttered Ben, but unfortunately Kevin heard him.

"You talkin' about me," asked Kevin.

"No! I'm talking about me," said Ben and charged towards Kevin, but he tossed him into one of the barriers.

"Ben," shrieked Angel and before she knew it, she charged towards Kevin, but the older boy stepped aside ad tripped the girl, which caused her to fall down. She looked up and looked in horror at Kevin's glare.

"You did want to do that," said Kevin as his hands sparkled.

"Leave her alone," shouted Ben with a glare as he stood up.

"You don't want to make me mad," said Kevin.

"Me neither," said Ben as he activated the Omnitrix. "Kickin Hawk is gonna kick some sense into you." Ben slammed down the core and was engulfed in green light. When the light faded, in Ben's place, instead of Kickin Hawk stood Goop.

"Sometimes I really hate this watch," complained Goop, causing Kevin to smirk. "Stay back."

"Or what? You're gonna cover my dinner in slime," taunted Kevin.

"Fight me and you're the one who'll be covered in slime," said Goop.

"I'm not afraid of you. Now if you'll excuse me, I got a girl to fry," said Kevin and turned back to Angel.

"I told you to leave her alone," said Goop as he charged towards Kevin and morphed into puddle and slid underneath Kevin, causing the boy to slip and fall down. Goop then went up to Angel and wrapped around her, shielding the young girl with his body, now shaped into a ball, and jumped back to the barrier, and let her out. "Angel, are you OK?"

Seeing Goop in front of her caused Angel to jump and hug the Polymorph tight and cried into his chest.

"Ben, I-I was so s-s-scared," cried Angel.

"It's okay. I won't let anyone hurt you," said Goop softly, while stroking her hair.

"How touching," said Kevin as he stood up, and absorbed the energy from the switcher and turned off the lights, and darkened the entire section of the subway station, but also making Goop to pull Angel closer to him.

Goop looked around for any suspicions. Kevin then appeared and hopped on his back, absorbing Goop's energy. Angel squealed in shock and jumped back. It gave Kevin quite a bit of pain, and the force tossed him off of Goop. Goop turned around to check up on Kevin and was shocked at what he saw; half of Kevin's body had transformed into a look alike of Goop, infused with his DNA.

"I absorb energy, remember," asked Kevin glaring.

"You don't have to do this," said Goop and he tried to tackle Kevin, but Kevin stepped aside and grabbed Goop's anti–gravity projector, lifted it high and threw it into the barrier behind him, causing Goop to splash hard into the wall. Angel ran as fast a she could to Goop to check up on him.

"Ben, are you okay," asked Angel, worried.

"I've been better," said Goop as he reformed and faced Kevin, not paying attention to the incoming train.

"It' time I got what's coming to me. Nobody's calling me freak anymore," said Kevin, glaring at the two.

Just then, the second train arrived and signaled for its arrival, causing Goop and Angel to panic.

"Payday," smirked Kevin.

The arrival of the trains made Goop change his priorities and fired some acid at the switcher, melting it down, and also switching the tracks back, saving the trains from collision. He and Angel nearly got hit by one of the trains, but Goop grabbed Angel and jumped on the roof before they were run over.

Kevin looked around for Goop and Angel, but they nowhere to be found. "Forget the money. It's time to get some priceless revenge."

In the tunnel, Goop was having trouble hanging on. "I can't hold on much longer." He lost his hold and he and Angel bounced from car to car. Goop grabbed Angel and was able to get ahold of one of the cars and used his acid to melt a hole in the roof for him and Angel to hold on to.

" **And expect heavy delays on the uptown subway lines through 51** **st** **street** ," the Rust Bucket's radio told Max and Gwen as they drove through the area where Ben, Angel and Kevin were. **"There have been reports of acid activity spreading** **all over the tunnels."**

"That sounds like Goop," said Gwen and turned to her grandpa, who nodded and made a U–Turn, and headed for the subway.

Back aboard the subway train, Goop and Angel had been able to maintain their hold on the car's rooftop until their luck ran out as the Omnitrix beeped.

"Oh man, I hate that sound," complained Goop as the watch timed out, turning Goop back to Ben, and the train left the tunnel. Ben pulled Angel closer to him and she blushed at how close they were.

"We're so dead," said Angel.

"No, we're not. Just hold on tight," said Ben.

Not too far from was the RV and Max spotted Ben and Angel on top of the train, and beeped at them. He opened up the awning for Ben and Angel, who jumped onto it just in time as the train passed through the gate.

"Nice catch, grandpa," Gwen complimented Max.

"Do you ever plan on listening to me? None of this would've happened if you just obeyed me at the beginning. It's all about trust," Max scolded Ben and Angel while Gwen just watched from aside.

"Then trust me that Kevin is probably misusing Goop's power right now," said Ben.

"Grandpa, Ben's right. There's no telling what he could do with that kind of power," said Gwen.

"Okay, so do you have any idea where could he be," Max asked Ben and Angel.

"I think he'll want revenge at those guys at the arcade," said Angel.

"And Kevin told us where their hideout is," said Ben.

The 39th street was the source of many rumbles and echoing in the nearly abandoned downtown neighborhood. The gang from the arcade were once again planning on how to get Kevin back, that is until everything got covered in green slime that melted the little property they had left. The gang started whimpering as a familiar half–boy, half–Polymorph walked under the bridge, melting everything he touched.

"Uh, Kevin, we can work this out," said the leader in fear.

"I don't think so," threatened Kevin as he extended his Polymorph arm.

If there was one thing the Tennysons hated more than dealing with bad guys on daily basis, was the New York traffic.

"Move it! Move it," screamed Max impatiently.

"Going Stinkfly," said Ben as he activated the Omnitrix. "I'll meet you guys at the 39th street bridge."

"Don't do it, Ben," said Max. Ben was just about to slam the core, but stopped and looked at his grandpa.

"Grandpa, Kevin has Goop's powers and he nearly hurt Angel," said Ben sternly. "That's why I'm going to put an end to all this." Ben slammed down the core and was engulfed in green light. And once again, the Omnitrix didn't comply with Ben's wish and instead of Stinkfly, he transformed into Kickin Hawk.

"Oh great. Now I get Kickin Hawk," complained Kickin Hawk and he opened the door of the Rust Bucket and went ahead.

After Kevin was through smashing everything in their hangout, the mutated boy laughed at the street gang's faces now that he had them pinned underneath a large drainage pipe.

"So much for your gang," said Kevin mockingly. Just as he was about to melt them with his acid, the Polymorph part of his body suddenly vanished. "What happened?"

"Your power's gone," said a voice and Kevin turned around and saw Kickin Hawk.

"And it looks like you came to give me more, Ben," said Kevin sternly.

"Not a chance," said Kickin Hawk, crossing his arms defiantly.

"You don't have a choice," said Kevin as his hands sparkled with electricity and turned to the street gang. "I still got enough juice to fry these guys."

Just as Kevin was about shock the gang, Kickin Hawk grabbed him from behind, but Kevin grabbed onto him and absorbed Kickin Hawk's power as he now had Kickin Hawk's hands, mask, vest and left leg.

They started to fight, but Kevin seemed to be doing better than Kickin Hawk. Angel, Gwen and Max arrived, and they came down to rescue the gang and ordered them to run to escape. During all of that, the Omnitrix signaled its time out and Kickin Hawk managed to use up the rest of his time to kick Kevin into the bridge pillar before reverting back into Ben.

"All right, all right, I give, I give, I'm sorry," pleaded Kevin. "Please, just lighten up."

"I thought we were friends, Kevin," said Ben. "You tried to get rid of Angel twice and we got chased by the police and a dragon because we broke into that storage house."

"I guess I went too far with power," said Kevin in shame. "I don't know anyone else like you to help me."

"Then let us help you. You could come with us," said Ben, motioning to his family and brought out his hand.

"I say…," said Kevin as he slowly took Ben's hand, but then lifted the boy in the air and reached for the Omnitrix. " – you're such a dweeb! Did your mom drop you on your head when you were a baby? Now, give me that watch!"

Max ran up to Ben's aid, but Kevin easily pushed him away. Suddenly, a wave pulse was released by the Omnitrix, knocking Kevin into several more pillars, along with Ben knocked away in the other direction, but with Max catching him. The damage done to the columns made the whole bridge to collapse. Kevin stood up, and looked at his hands, and screamed.

"NOOO! You'll pay for this," said Kevin as he ran off into the night.

The next morning, the Tennysons were finally leaving New York for good. Max was in the driver's seat as usual, Gwen was in the passenger' seat, and Ben and Angel were sitting next to each other at the table.

"We're sorry, grandpa. For everything," apologized Ben.

"We really are," added Angel. "We promise we won't do things like that again."

"I you won't and you're truly sorry, but my trust is something you two will have to earn back," said Max as continued to drive. Ben and Angel put their heads down and Gwen stayed silent.

"Ben, I want to thank you for saving me back at the subway," Angel said to Ben. "I was so scared that – ".

"Angel, just like I said, I won't let anyone hurt you. And I promise I'll never leave you," replied Ben softly as he pulled Angel into a hug, which she returned as she rested her head on Ben's shoulder.

Meanwhile, in Kevin's abandoned subway home, the boy in question sat in the middle of the dark staring at his own hand.

"If they thought I was a freak before," said Kevin in a slow, meaningful way as his hand suddenly was on fire. "Just wait until they see me now."

His wicked cackles echoed in the underground.

To be continued…

 **And here's chapter 7. If you haven't figured out yet, this chapter is a slight crossover with American Dragon: Jake Long. I hope you guys liked the moments Ben and Angel had together. The next chapter is 'The Alliance' so I'll see you all next time. Until then, have a nice day.**

 **R &R.**


	8. Chapter 8

Ch.8: The Alliance

Inside Vilgax's ship, Vilgax's robotic lieutenant announced that he had launched two improved versions of their robot drones, to track down the Omnitrix. Vilgax, however, didn't seem to be confident that the drones would be able to take the Omnitrix, because he believed the current holder is someone who is knowledgeable and dangerous and can take on many opponents at once.

The dangerous wielder of the Omnitrix was slouching through the aisle of the gas station, along with Angel, when their stomachs made loud gurgling noises.

"Man, I'm starved," groaned Ben. "I haven't eaten anything all day."

"Ben, can we buy a box of cookies," asked Angel when she saw a tower of perfectly stacked cookie boxes on their right. They happily went over and Ben took one of the boxes for themselves, but as he took it, the tower collapsed onto Gwen. The redheaded girl shot up out of the cookie pile with a deep frown while Ben and Angel smiled innocently.

"Smooth move, you two," said Gwen sarcastically.

The kids walked out of the market a few minutes later and found Max hanging around the back of the Rust Bucket. Max spotted the phrase **WASH ME** on one of the windows and turned to Angel.

"That's nice artwork, Angel," Max complimented.

"Well, you know, it makes a statement," said Angel playfully.

Then all of a sudden, an armored truck that happened to be sitting across the street with nobody watching it was blasted from behind by a giant laser beam that blew its metallic doors of the hinges and set the vehicle aflame.

"No, that's a statement," said Gwen.

 **(Theme song:**

 **It started with an alien device that did what it did,**

 **It stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and strong; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth or space,**

 **He'll never stop 'til he makes them pay,**

' **Cause he's the baddest kid to ever save the day,**

 **He's Ben 10! (Ben 10! Ben 10! Ben 10!)**

The dust settled and three figures appeared. They all appear to be dressed the same way and had masks on to hide their identities. They were also heavily armed. The leader of the gang turned to the Tennysons and possibly leered at them.

"What are you looking at," asked the leader rudely as they turned their lasers on the family.

"Kids, get back," said Max, pushing Ben and the girls behind the RV.

The biker leader shot a single blast from her laser at the old man, but Max managed to dive out of the way before the beam could hit and instead hit the gas station pillar behind him, destroying most of it. Unfortunately, Max had thrown himself in the wrong direction and had left himself exposed.

"I gotta get grandpa out of there," said Ben hurriedly and activated the Omnitrix. "Time for Diamondhead!" Ben slammed down the core when he found Diamondhead's silhouette and was engulfed in green light. However, when the light faded instead of Diamondhead, in Ben's place stood Shocksquatch.

"You've gotta be kidding me."

Back with the armored car, the leader's two lackeys came out with their arms loaded with bags of money when they felt a tremor on the ground coming from nearby. They turned their heads and spotted the Gimlinopithecus down the street raising one of his fists before he slammed it on the ground, sending an electrical charge at the bikers which knocks them of their feet. With the biker gang momentarily hindered, Shocksquatch turned to his family.

"Quick, get out of here," said Shocksquatch.

However, this distracted him and got blasted in the chest by one of the bikers, sending him flying backwards into another gas station pillar. The gang members fired another shot at Shocksquatch while the electric yeti was starting to stand, but the Gimplinopithecus quickly turned his shoulder and ducked out of the way. However, the blast melted through the gas pump that was standing directy behind Shocksquatch. With the heat of the blast igniting the fuel inside the pump, a massive explosion roared through the gas station that nearly knocked Angel and the Tennysons off their feet.

"Ben," screamed Angel in horror and tried to get to Shocksquatch, but Max held her back.

There was a long moment of silence as everyone stood their ground – the Tennysons took cover behind the RV and the biker gang formed a line with their laser weapons ready to shoot. Smoke started to climb towards the sky… and Shocksquatch jumped from the haze with his fists sparkling. The biker gang tried to shoot Shocksquatch out of the air, but their panic caused them to lose aim and completely missed every shot before the Gimlinopithecus landed between them and slammed his fists on the ground, sending a shock wave at the biker gang. The gang members were thrown in the opposite direction – the leader's helmet cracked when her face planted on the street while the lackeys were slammed into the armored truck. The followers started to slump down the metal plated vehicle until Shocksquatch jumped forward and lifted them up by the helmets. Shocksquatch held them suspended off the ground by a few feet until gravity pulled them down and dropped them on their butts. Now, Shocksquatch had a good look at them and gasped.

"You're… all women? Well, that sure makes things complicated," said Shocksquatch.

Though very chivalrous, it didn't stop the leader from coming up behind the Gimlinopithecus and blasting him in the back. Now that the helmet was gone, the leader was very much a woman like her flunkies that had taken a gothic style with multiple ear piercings and short hair she had died maroon. When Shocksquatch hit the street, the leader walked around and grinded smugly at the electric yeti.

"Well, isn't that sweet," said the leader sarcastically.

"What are you waiting for," complained Gwen. "Clobber her!"

"She's a girl! I can't hit a girl," Shocksquatch shouted back.

"If I learnt something from school, is that girls are always complaining about being treated as equals to boys. I guess that includes kicking their butts," said Angel.

"OK, forget I said anything," said Shocksquatch and turned to the leader. "I'm about to give you the shock of your life, eh."

Shocksquatch marched, with his body unleashing sparks of electricity, towards the maroon–haired woman, who actually looked scared now that she was coming face–to–face with the yeti monster. Just as Shocksquatch was about to shoot her with electricity, he saw two drones coming from the sky that shoot the armored truck filled with money and that eventually annoyed the woman.

"Hey, this is my heist," the leader snapped at the drones. She picked up her gun and turned to her crew. "Let's blast those things!"

"Uh–uh, no way," the first flunky rejected.

"You're on your own, Rojo," said the second before they both ran away.

"Traitors," yelled Rojo irritably.

She turned her attention to Shocksquatch, who was fighting the drones. She was about to blast him, but misses thanks to Max, who threw a tire at her.

"Ben, those things are after the watch," shouted Max.

"You really shouldn't have done that, old timer," sneered Rojo.

She bounced back to her feet, turned her laser cannon at Max, and shoots him. The elderly man managed to duck out of the way just in time, but Rojo's wild shoot sliced through what remained of the gas station's support beam and soon the entire thing started to collapse. Large chunks of debris landed on top of Max, half–burying him in front of Angel and Gwen.

"Grandpa," screamed Gwen and Angel looked in horror.

"No," shouted Shocksquatch once he realized what happened.

The drones continued to shoot at him, but miss and Shocksquatch unleashed a powerful wave of electricity that struck the drones, which caused to collide with each other and hit the ground. Shocksquatch turned his attention to Rojo and slammed his fist on the ground, sending electricity at her, which caused her to get knocked off her feet and flew straight for Shocksquatch, but the Gimlinopithecus punched her across the face and sent her flying as she landed hard next to the drones out cold. Shocksquatch stomped back to the gas station and pulled Max out of the debris.

"We've got to do something," said Angel, panicked.

"I'm calling 911," said Gwen, nearly fumbling with her cell phone.

"No time," said Shocksquatch. The Gimlinopithecus gently pulled his grandfather into one of his arms, cradling him against his furry chest, and picked up the two girls to pull them on his back and they hugged him across the neck. "Hospital's up the street!"

Shocksquatch leaped forward with all the muscles in his legs and crossed a great distance before landing and hoping again out of sight, forgetting that they left Rojo alone.

Once they were gone, Rojo recovered and started examining the destroyed drones. "Who are you freaks?" She pulled off the head of one of the drones and started examining its circuitry.

Suddenly, it's eye glowed red and stabbed its plug into her neck and started transferring data into her. Her skin suddenly turned a deep crimson red and the sleeves of her jacket and pants were ripped open by the sudden surge of growth in her muscles. Spikes grew from her elbows and fingers and her eyes turned red, the same color as the robots' visors. She also grew two sensors on her shoulders and two more eyes.

Then, two police cars pulled up and the cops came out, guns drawn. "Freeze!"

Rojo, now a cyborg drone, turned around to face them, leaving them confused. "Ha! I already did my time. It's time you guys paid!"

Suddenly, the sensors in her shoulder came up from their sockets and fired two laser beams at them, destroying the cars in the process.

She them smiled at her dirty work as she picked up the discarded bag of cash that her lackeys left behind and chuckled to herself. "This is gonna be a blast!"

At the hospital, the kids had checked Max into a room, now dressed in a hospital gown and lying on the bed, unconscious, his leg in a cast and resting on a sling.

"Your grandfather has suffered a severe concussion," reported the doctor. "He'll be out for several more hours. He also has several lacerations and a broken leg."

"He's gonna be okay, right," asked Ben, worried.

"For a man his age, he's remarkably strong. He'll be fine after some rest," said the doctor. "Now it says on his admittance form that he was knocked unconscious. Did someone bump into him?"

"Actually, he was hit by a bumper that flew through the air when the robot blew up the car," said Angel.

The doctor chuckled and patted her shoulder. "Vivid imaginations are good coping mechanisms in situations like these."

The doctor left the kids and Ben turned to his grandfather across the room, feeling gulty of what happened.

Back in Earth's orbit on the Chimera Wrath, the bioid reported to Vilgax exactly what happened on the surface.

"The drones were destroyed," said the bioid.

"Send out more," ordered Vilgax.

"We may not need to. The drones have somehow merged. I'm receiving a combined signal and that signal is on the move," explained the bioid.

"Hmm," pondered Vilgax. "Perhaps one head _is_ better than two."

Back on the surface, Rojo was robbing a jewelry store, using her new tech to send the patrons out screaming in terror. She then used her laser to melt the glass holding the priceless rings so that she could steal them. Unfortunately, she didn't know her own strength and ended up crushing the rings to dust.

"What!? No! They're worthless now," shouted Rojo and turned to the owner of the store, and growled angrily. But before she could do anything, she got a massive headache and clutched her head in pain as she started to hear a voice in her head.

"Listen to me, whoever you are," said the voice.

"Where are you?..." Rojo asked the voice. "…Who are you? And how did you get in my head?"

"No questions! You're here to serve me," replied the voice.

"Guess again. I work for me and me alone," said Rojo.

Suddenly, she was forced to her knees and the next thing she knew, she found herself falling through a void that was happening inside her head.

"You now possess powers you could never imagine," said the voice calmly.

She then found herself face–to–face with a giant squid–faced alien that she had never seen before.

"But unless you find a way to use it, it'll be worthless," said the alien.

Her eyes widened in fear at the alien before her.

"Fulfill my demand and I'll teach you. Fail me and I will turn you to dust," continued the alien.

Rojo conceded to this, slightly in fear slightly in wonder at how to use her new powers. "So what do you want?"

"Only one thing. A piece of valuable technology missing from my possession. And luckily, you're already programmed to find it," explained the alien.

"Of course, master," said Rojo.

Back at the hospital, the kids were in Max's room as he rested.

"Ben, you heard the doctor. He'll be fine," said Gwen encouragingly.

"I'm worried about him," replied Ben as Angel put a hand o his shoulder.

"I'd more worried about how some girl kicked Shocksquatch's butt," said Gwen.

"Hey, heroes don't hit girls," said Ben.

"Good to know," said Gwen as she lightly jabbed her cousin.

Ben glared at her and jabbed her back.

"Hey! I thought you said–," started Gwen, but was interrupted.

"I'm not a hero now," said Ben.

Gwen then clutched her fist tightly and reeled it back, ready to punch him…until she saw how concerned he looked.

Ben then walked out of the door with Angel following him as Gwen looked back at Max.

"You okay, Ben," asked Angel, concerned.

"I don't think I am," replied Ben sadly and felt someone hugging him. He knew that it was none other than Angel and returned the hug. They stayed in each other's embrace for a minute or two until Ben broke out of it.

"Hey, maybe you can help him with one of your aliens," said Angel and Ben looked at her with curiosity.

"And which alien are you talking about," asked Ben.

"I don't know. Maybe Ghostfreak," suggested Angel.

"You know, Ghostfreak is an actual ghost and maybe I'll be able to talk to him," said Ben as he activated the Omnitrix.

Across the city on a cliff, Rojo shot her attention and looked down at the hospital. She used her visors to pinpoint Ben's location as she zoomed in to the windows and saw that he eagerly fiddled with the Omnitrix.

"There you are," said Rojo with a smirk.

Back in the hospital, Ben looked to see his grandfather lying unconscious in his bed as he sighted and angrily kicked over an innocent trash can.

"Ben, everything's gonna be okay," said Angel soothingly before looking out the window and gasping. "Look out!" She tackled Ben to the ground as Rojo bursted through the window and slowly walked towards them.

"Give me the Omnitrix," demanded Rojo.

"You want it? Come and get it," said Ben as he grabbed Angel's arm and pulled her along as they started running down the hall, avoiding her lasers as she chased them.

"You can't run forever," shouted Rojo as she blasted a cart that a nurse was carrying and knocking her back only to be saved by a doctor.

They almost ran by a stairwell, only for Ben notice it as he shouted after Angel. "Angel, this way!"

They opened the door and ran as fast as their legs could carry them.

"Ben, that's the same woman from the gas station," said Angel.

"My name is Rojo," demanded the said woman as she spotted them from the top of the stairwell

"It's like she's merged with those–," stared Angel.

" – robot drones," concluded Ben for her.

"You can't run forever," said Rojo as she jumped down the middle after them, just missing them as they ran down out of the door on the bottom floor. She then fired her lasers them, just missing them.

"Now would be a really good time to go hero," said Angel and Ben nodded.

"First we need to hide," said Ben as they ran out of the front door of the hospital and hid behind two ambulances.

Rojo walked out of the door and scanned the area looking for the kids. "We can do this the easy way, or the hard way." She then spotted the cliff above and smirked to herself. She fired her lasers at the cliff, loosening several boulders causing an avalanche to tumble down at Ben and Angel. She smiled at her work as she walked away from the scene.

"We're gonna be crushed," Angel cried out.

"No, we're not," said Ben as he activated the Omnitrix. "Time for Kickin Hawk." Ben slammed down the core and got engulfed in green light. When the light faded, Angel saw that Ben had transformed, but into Heatblast instead of Kickin Hawk.

"Oh, great. I need muscle and I get an alien candle instead," groaned Heatblast and looked at Angel. "If scissors cuts paper, fire melts rock, right?"

"Don't ask me," shrugged Angel.

"Here goes nothing," said Heatblast and he fired his flamethrower at the boulders, which set them on fire, making them more dangerous. "Okay, definitely _not_ what I had in mind. Angel, get out of here!"

"I'm not leaving you," said Angel.

"I'm not telling you this as your friend. I'm telling you this as a superhero. Now go," said Heatblast and Angel hesitated a little before listening to her crush and ran behind the ambulances.

Since melting the rocks didn't work. Heatblast changed tactics and melted the ambulances instead. He found out that metal was much easier to melt as he blasted each truck and melted them together until they formed a wall of solid, molded steel. Heatblast hopped over his reinforced wall just before the boulders hit the base of the Cliffside and slammed repeatedly against the melted trucks. Much to Heatblast's relief, the melted wall held strong and diverted the flaming rocks away from the hospital.

"Hospital's safe," said Heatblast in satisfaction.

"But there are people at the bottom of that canyon," said Angel as they saw the boulders rolling down the street towards the city.

"Just when I thought this hero stuff will be easy," groaned Heatblast as he ran after the boulders.

Rojo then came down from above and tackled Heatblast to the ground, putting her foot on his back.

"Give me the Omnitrix," she demanded.

"In your dreams, freak show," said Heatblast as he flared up his flames and sent her flying off of him, knocking her back before going down the canyon and landing beside the bridge. He fired his flamethrower at the bridge, destroying it and sending the boulders flying safely into the river underneath it.

He admired his handiwork when Rojo suddenly came flying in and grabbed him by the collar and threw him into a garbage truck. She then fired countless amounts of lasers from her turrets at Heatblast until he was engulfed in smoke.

Heatblast emerged from the rubble, appearing to be unharmed.

"You want me? I'm right here," said Heatblast, tauntingly.

Rojo snarled and charged at him, but he dodged her. She hit the ground and rolled up to the punctured oil tanker. She was about to approach him when she realized something: a spilled oil tanker, a trail of oil leading up to Heatblast, and a flaming alien. This was not going to end well.

Heatblast snapped his fingers and a single spark escaped his palm and set the fuel on fire, blowing the truck up and sending Rojo flying away.

"See ya," said Heatblast with a sarcastic salute.

Back at the hospital, Max was sent into another room with Ben, Angel and Gwen visiting him.

"When I was playing with the watch, I must've led her right to you," said Ben, a little down on himself.

"Since they moved me into a new room and you haven't gone alien since then, we're safe," said Max.

"For now," said Ben. "But tomorrow? It's getting too dangerous for you guys to be around me. If I didn't have this watch, none of this would be happening."

"Yeah, but since it won't come off, there's nothing we can about it," said Gwen.

"Maybe," muttered Ben. "Maybe not."

People in the city had gathered around the crater where Rojo had landed in wonder at where she had come from.

Much to their shock, she recovered and walked out of the crater, sending them screaming and running away. Before she could get anywhere, she suddenly got dizzy and was sent to her knees as Vilgax contacted her again.

"The Omnitrix. Where is it," asked Vilgax.

"I couldn't get it," explained Rojo. "And how nice, you didn't tell me I'd be fighting a superhero! I'm through."

Her vision of Vilgax suddenly ate her and sent her falling through a void.

"You will get me the Omnitrix and if you fail again, I'll put an end to your meaningless criminal life. If he wants to be a hero, then so be it. This time, make him come to you," said Vilgax.

That night at the hospital, Ben, Angel and Gwen were sleeping by Max's bedside as Ben laid a note on the bed and sighed.

"I'm doing this for you, grandpa," said Ben as he walked out of the door and left.

Angel woke to the sound of footsteps, only to find a note on the bed. She read it and felt tears forming in her eyes.

" _Ben, why did you leave me_ ," Angel thought and then she looked away from the note with determination. _"I've gotta find him. He has always been there me, so now I've got to be there for him_."

She put the note back on the bed and walked out of the door after Ben.

Ben sat on a park bench by himself as he sighed and saw a grandfather and grandson playing with a football in the clearing. Hi sighed, wishing that was his grandfather ad him.

"I'm glad we can spend the summer together, grandpa," said the boy and Ben sighed.

"BEN," a familiar voice shouted. Ben turned to his right and saw Angel running towards him, and launched herself at him, hugging him tightly.

"Angel, what are you doing here," asked Ben, surprised.

Angel let him go and punched him slightly by the shoulder.

"Don't you ever leave me like that again! Do have any idea how I felt when I read that note," asked Angel with tears in her eyes.

"Angel, you know why I left. Ever since I've been wearing this watch–," said Ben, but was interrupted.

"Ever since you've got it, you saved a lot people and stopped lots bad guys," said Angel. "Don't you see, Ben? If you haven't gotten the Omnitrix–."

"If I didn't have it, grandpa wouldn't have gotten hurt," said Ben.

"Ben, there will always be a day when someone will get hurt. That's something even superheroes can't prevent," said Angel. "And you, Ben. You're the greatest superhero I've ever seen. You're my hero. You saved me from Dr. Animo's bird, you saved me from Kevin when he was about to harm me, you saved me from Sevenseven, you found me in the forest when I was left for dead. You saved my life more times than I can count. I care about you as much as you care about us and I don't want be without you."

Ben couldn't believe what he was hearing. All this time he thought that by leaving he'll protect his grandpa, Angel and Gwen. But he didn't think how they would feel. Good thing Angel was there to open his eyes.

"You're right, Angel. I left without thinking how you'd feel," said Ben. "I just wanted you to be safe."

"I feel safe when I'm with you," said Angel, trying not to blush.

"I'm glad to have a friend like you," said Ben and gave Angel a hug, which she returned.

They broke out of it and then they heard a police report over a nearby radio.

"Reports say that the armored assailant has incredible firepower and has blown up several police barricades before arriving at the police academy training center just outside of Albuquerque," announced the broadcast.

"Is that who I think it is," asked Angel.

"Rojo," muttered Ben before standing up and walking towards the police academy.

"If you're going, then I'm coming with you," said Angel.

"You'll get hurt and I won't let that happen," said Ben.

"Please, Ben. I can help, trust me. Please," said Angel as she looked at Ben with pleading eyes.

"Fine, but make sure you stay hidden. I don't know what I'd do if you get hurt," said Ben and he put a hand on her shoulder. "Promise me that whatever happens, you'll stay safe."

"I promise, Benny," said Angel, dreamingly.

"How'd you call me," asked Ben and Angel paled.

"Ben! I called you Ben! I didn't call you Benny," said Angel quickly, trying to hide her blush.

"Whatever you say. Come on, it's Hero Time," said Ben as he activated the Omnitrix and slammed the core down, and a green light engulfed him. When the light faded, in Ben's place stood XLR8. He picked Angel up and held her in his arms and sped away.

At the entrance to the police academy, a destroyed squad car was tossed aside by Rojo as she looked up and fired her lasers from her turrets to absolutely decimate the academy as she glared before and blur of blue and black zoomed in, causing her to stumble, before the same blur kicked her in the back, causing her to fall on her knees. She looked up and saw XLR8 zooming to a stop in front of her.

"Looks like you started the party without me," said XLR8 tauntingly.

Rojo then grabbed XLR8 by the leg and slammed him against the ground before he whipped her with his tail. She then threw against a squad car as he slumped back in a daze.

"He'll get his Omnitrix. This is gonna be a blast," said Rojo as she walked towards him.

"He," asked XLR8 confused. He then jumped forward and kicked Rojo in rapid succession as he glared. "One good kick deserves another!" He then kicked her back before closing his visor.

Before they could continue, a tank suddenly rolled in and aimed its cannon down at the two of them.

"Ben, get out of there," shouted Angel from behind a nearby undamaged car. This turned out to be a good and a bad move, because Rojo saw her, distracting her from the tank, which gave XLR8 the opportunity to run backwards from the area and next to Angel as the tank fired it's cannon onto Rojo, resulting in a crater that was emanating tons of smoke as XLR8 and Angel looked on.

"Did it work," asked Angel.

The tank then rolled forward before it stopped and was lifted up by Rojo, completely unharmed from the blast.

"I'll take that as a 'no'," XLR8 deadpanned.

"Nice try, but speedy's all mine," said Rojo as the scared soldiers jumped out of the tank as she tossed it backwards.

XLR8 lowered his visor before zooming up to Rojo and nailing her with his tail. The Kineceleran followed up with a steady beat of quick jabs and kick to keep her off balance. Unfortunately for him, Rojo was a quick study and had already predicted XLR8's next series of attacks. So when he went to strike her with his tail again, she grabbed him by the tail and legs and blasted him with lasers from her turrets, sending XLR8 flying across the street and plopped on the front lawn of the police academy close to Angel.

The 8–year–old girl couldn't take it anymore and went up to XLR8 to check up on him, despite her promise not to stand in harm's way.

"Come on, Ben, you've got to wake up," said Angel pleadingly as she shook the Kineceleran.

"Ain't that cute," said Rojo as she slowly walked towards them.

XLR8 groaned weakly in response while pushing himself up by his elbows. He turned to Rojo as she walked towards them with her turrets brought out. Though he hated having to do it, XLR8 realized he was outmatched at this point and had no choice but to run. He shot up to his feet, picked Angel up, and zoomed down the street past Rojo while knocking her over. He zipped into a nearby alley that was a good distance away from Rojo, but was close enough to where they could see her.

And it was right at that moment the Omnitrix beeped and timed out, turning XLR8 back to Ben.

"Well, that's just great," groaned Ben.

"At least she won't be able to track us for a little while," said Angel optimistically.

"I'm not taking any chances," said Ben, grabbing Angel's hand and pulling her along. "C'mon."

Rojo spotted them running away and followed them.

Ben and Angel ran to the academy's obstacle course, running over the hurdles, as Rojo fired her lasers at them, resulting in a smokescreen before she ran after them. Little did she know that her targets had hidden behind one of the course's barriers as she ran forward.

"You know, this is the time when Gwen or Max come up with an idea to help," said Angel while holding onto Ben.

"I'm not putting you guys in danger anymore," said Ben as he held Angel protectively. "This is my problem, by responsibility, not yours."

"Yeah, but you're still my cru–," started Angel, but stopped herself from admitting that she's got a crush on him. "I mean, you're my best friend, and Gwen and Max are still your family."

Ben smiled at her before they heard the familiar hum of Rojo firing her lasers as they looked worried.

"In here," said Angel and they ran into the gym for shelter before the Omnitrix started beeping.

"Hey, what's up with thing," asked Ben as they came to a stop.

"Don't ask me," said Angel.

Ben started to turn the dial left and right in panic. "Come on, stop beeping!" He then pressed the hourglass with his finger and a chiming sound was heard from it.

"I don't know what that was, but at least it stopped beeping," said Angel in relief.

"Hello? Ben, are you there," asked a familiar voice from the Omnitrix. That was his Grandpa Max.

"Grandpa? How did you contacted me through the watch," asked Ben.

"Well, you're a heavy sleeper and a couple of nights ago, Gwen tried to call her parents, but ended up calling you on the watch," explained Max.

"Okay, I don't need full details. At least I know the watch can also be used as a cellphone," said Ben. "Anyway, can we talk later? Angel and I have got an indestructible alien robot thing that none my aliens can take out."

"Ben, if you can't destroy it from the outside, take her out from the inside," said Max and Ben got a look of realization.

"That's it! Thanks, grandpa," said Ben as he hung up.

"I guess you know what to do," said Angel with a smile.

Ben activated the now–recharged Omnitrix, triggering Rojo's sensors as she jumped up and fired several lasers onto the gym as Angel ducked for cover as Ben cycled through several aliens before finding the one he was looking for, and slammed down the core, transforming into Goop.

Rojo jumped into the gym through the hole in the roof she created. She turned her head, investigating as she looked for the kids as Angel looked to see Goop liquify his body on the ceiling. She knew that the only way for Goop to go inside Rojo was if her turrets were brought out.

"Hey, robot creep! Catch me if you can," shouted Angel as she got out from her hiding place and bringing Rojo's attention to herself. Luckily her plan worked when Rojo brought her turrets out, getting ready to shoot.

"Get your robotic butt away from her," screeched Goop as he jumped down on Rojo, and before she knew it, Goop went inside of her from the openings of the turrets.

Little did he know, that by going inside of her, he found himself in the same void Rojo was in, face–to–face with Vilgax in his mind.

"Listen to my every word. Be afraid," said Vilgax.

Goop shielded his arms in front of his eyes in fear as Vilgax confronted him.

"You cannot run from me. You cannot hide from me. I will find you. And when I do, I'll retrieve my Omnitrix and destroy you," said Vilgax as he opened his mouth in attempt to swallow Goop.

Back at the gym, Goop comes out from Rojo and lands near Angel, breathing heavily from what he had just experienced.

"Ben, are you okay," asked Angel concerned.

"To be honest, I'm not so sure," said Goop weakly.

"You're gonna pay for what you tried to do," sneered Rojo as she fired her lasers, only for them to go right through Goop, missing Angel.

Goop saw how close Angel was about to get shot by Rojo's lasers and glared at her.

"Leave Angel out of this," yelled Goop as he jumped at Rojo, covering her with his body and started to melt the metal parts of her, and after about a minute they were melted, turning Rojo back to normal.

"I'm…normal," whispered Rojo.

"More like _ab_ normal," said Goop, crossing his arms.

"Look, I don't know what came over me. Come on, please, you've gotta help me," said Rojo as she looked over her shoulder and she noticed that among the useless machinery, her energy cannon from before had appeared she smirked. "I'm just a girl." She then kicked the cannon upwards in her hands.

"Guess what? So am I," shouted Angel as she hit Rojo with a baton, knocking her out.

"Nice hit," complimented Goop.

"Thanks," smiled Angel.

Suddenly, the gym started shaking violently as Goop picked Rojo up.

"Let's get out of here," said Goop as they ran out of the door as the gym finally caved in on itself as they all ran away. Goop then handed the unconscious Rojo to the cops as Angel smiled.

"She's all yours, officers," said Goop as he and Angel walked away.

The next day, Max was released from he hospital as he walked towards the Rust Bucket on crutches as he sniffed the cool fresh air.

"Ah, it's good to be back on the road," said Max with a smile.

"Ben, what happened back at the gym," asked Gwen.

"I don't know," said Ben. "It's like when I went Goop, I saw this alien."

Max opened the door of the RV as the kids walked up.

"We were both floating through space and he was talking to me. He looked kind of like he had this octopus on his head. He told me that I should be afraid."

Max looked a bit concerned as Ben said that as the kids looked at him.

"Grandpa, you look afraid," said Ben.

"I'm…fine," said Max. "And you'll be fine, too."

"Yeah, as long as we're together," added Angel.

"Sounds good to me," said Ben as he, Angel and Gwen walked inside the Rust Bucket.

Max then looked up to the sky with a glare as the camera zoomed out of the planet and into its orbit towards the Chimera Wrath as Vilgax examined what happened with a glare.

To be continued…

 **I'm back, everybody! The story is back on the road! I'm sorry for making you wait so long for this chapter. I was pretty busy and a few weeks ago my little sister got her arm broken by a bully at school so I had to take care of her while our parents were on a business trip for 2 weeks.**

 **Anyway, I hope you liked this chapter and I'll see you all next time. Until then, have a nice day.**

 **R &R**


	9. Chapter 9

Ch.9: Last Laugh

On a boardwalk, two criminals walked down a ladder to a rowboat so that they could make their escape.

"Knocking over that yacht was a piece of cake," said one of the criminals. But as he looked over the side of the boat, he saw green eyes in the water suddenly flash open and stared straight at him. Then, out of nowhere, a clawed white hand with green webbing shot under the water and pulled him overboard.

His partner looked over the edge seeing only a red beanie on the water before Ripjaws shot his head out of the water and advanced towards him. He panicked at the sight of the fish alien as he ran up the ladder and tried to make a break for it.

"Some people just don't know when to quit," sighted Ripjaws and shook his head as he dived under the water and swam under the boardwalk.

The black–shirted criminal ran for his life as he backed up by a hot dog cart before he looked back, scared beyond belief as he saw a burst of water appear over the edge and saw Ripjaws jump up from out of the water as he landed in front of him and crossed his arms in disappointment.

The criminal then glared as he pushed over the hot dog cart, sending weenies falling everywhere. Unfortunately, it also started leaking the fuel that was used to start the fire to cook the hot dogs.

"I've got a bad feeling about this," said Ripjaws to himself.

And as if his mind was read, the plug that was plugged in an outlet came undone and sent a spark outwards, igniting the fuel and sending a ring of fire all around Ripjaws as he gasped in shock as he started breathing heavily as he got down onto his knees and gasped from the smoke.

 **(Theme Song:**

 **It started when an alien device did what it did,**

 **And stuck itself upon his wrist with secrets that it hid,**

 **Now he's got super powers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10! Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and shiny; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case,**

 **Fighting off evil from Earth to space,**

 **He'll never stop 'till he makes them pay,**

' **Cause he's the baddest kid to ever save the day!**

 **Ben 10! (Ben 10! Ben 10! Ben 10!)**

"Got to love an old–fashioned fish dry," shouted the criminal.

"I can't breathe," Ripjaws wheezed out. "I need water! Water!" He then crouched down and punched a hole into the pier and dived down into the ocean below and breathed in sigh of relief.

"That guy just messed with the wrong superhero," muttered Ripjaws.

The criminal smiled as he walked away with his loot before Ripjaws jumped out from below the boardwalk and grabbed hi with his jaws, and tossed him into the Knock Down booth, sending the cups flying all over the place.

A few minutes later, the cops came in and took the two criminals away as Ripjaws stood by with the chief as he smiled at him in gratitude.

"I don't care what anybody says. You circus freaks are alright by me," said the chief.

"Circus freak? I'm not a circus freak! I'm a superhero," announced Ripjaws proudly as he backflipped down into the ocean as the chief looked down overhead and sighed.

"Looked like a freak to me."

Later, in the Rust Bucket, Ben was playing on his game while Angel watched him.

Gwen looked out the window and noticed a billboard they passed by.

"Zombozo's Travelling Circus of Laughs? Cool," said Gwen with a smile.

Ben looked up from his game and had a nervous expression, but unknown to him, Angel also seemed a little nervous.

"I haven't been to a circus since I was a boy. Sounds like fun," said Max.

"I love the circus," said Gwen.

"That's because you belong in one," said Ben.

"No thanks," said Angel. "I'm not a fan of the circus."

"Ben," asked Max.

"No thanks. Circus are kid stuff," answered Ben.

"Hello! What are we," asked Gwen.

"You and I are kids and Ben is the best superhero," said Angel.

"Why thank you, Angel," said Ben with a smile and Angel blushed.

"She's just saying that because she likes you," said Gwen with a smirk, which caused Angel to blush even more.

"Well, I like her, too. And if you want to see some stupid circus, fine," said Ben, and Gwen and Angel looked at him in shock at what he just said. He just admitted that he likes Angel, but he didn't even realize that he said it.

" _He likes me? He really likes me? But what if he likes me only as a friend? He's got a watch that turns him into super cool aliens and I'm just an 8–year–old girl,"_ thought Angel. " _I need to tell him how I feel, but what if that ruins our friendship. But if I don't tell him, than no doubt he'll fall in love with somebody else and my life would be miserable without Ben. No! I need to tell him. I can't wait any longer._ "

The Rust Bucket parked by and the Tennysons walked towards the circus with carnival music playing in the background as Max took in the surroundings.

"Oh, looks like the entire town's showed up for the show," said Max.

Ben and Angel walked next to each other as they noticed the posters of clowns plastered on all of the walls of the tents as Ben gulped, and Angel shuddered in fear, feeling the piercing eyes of the clowns staring right into their souls.

"It's probably sold out," said Ben with a smile. "We're probably just wasting our time."

Then, a spotlight shone down on the ringmaster who announced the clowns with an air of excitement.

"Step right up and see the fingerless freak of nature whose strength knows no bounds: Thumbskull!"

A hulking figure of a clown walked out from the darkness. He was a large muscular clown whose head looked like a giant thumb, right down to the toenail figure on the crest. He was carrying a rather large crowbar. He the grunted as he bent the bar over his neck with seemingly no effort, causing the crowd to 'ooh' and 'aah' in wonder. He then tossed the bent bar up into the air where it was caught by another clown.

She had pale skin, a slender body, black circles on her cheeks, a black, tight–fitting jumpsuit, and 5 orange tentacles of hair. She also wore flat shoes. She used her hair to handle the bent bar with a smirk.

"And presenting Frightwig," the ringmaster announced. "When this beauty lets down her hair, no telling what could happen!"

Frightwig then used her hair to bend the bar even further into circles before she placed it on an anvil.

"And last, but not least, the freak whose unique skill is as vile as his attitude: Acid Breath!"

The third and final clown walked out of the darkness… and he was the ost freaky of them all. He had pale skin. He had red eyes with different–sized pupils, and little bits of straight black hair poking out of the top of his head. His outfit was black with bright yellow stripes on his arms and he had a little bit of hunch back. He also wore a gas mask over his face that he soon removed to reveal green gums with most of his teeth missing.

"And I thought Stinkfly smelled bad," said Gwen.

"That's disgusting," said Angel.

Acid Breath breathed out, letting out an absolutely putrid breath that melted the beam and the anvil alog with it.

Ben and Angel walked away, leaving the rest ouf the crowd impressed. They walked to a clearing and saw a sign that said 'Keep out'.

"Are you sure about this, Ben," asked Angel.

"I'm just gonna take a peek," said Ben as the pair looked through the slight gap in the curtains as they held their breath when they saw a rather large looking clown in front of the mirror.

"Howdy folks! Are you ready to laugh," he practiced as Ben started to twitch. "Perfect. You're gonna knock 'em… dead." He then licked his teeth with his rather long and freaky–looking tongue as Ben and Angel backed up , scared before Angel bumped into Gwen.

"Hey," shouted Gwen as Ben and Angel shouted back in fright with Angel hugging Ben for dear life.

"Don't do that," said Ben as he held Angel tightly.

"What's your malfunction," asked Gwen.

"What do you mean," asked Ben.

"Ever since we decided to go to the circus you've been acting weirder than normal. What are you afraid of," asked Gwen.

"I'm not afraid of anything," stated Ben and looked at Angel. "Are you afraid?"

"Not at all," said Angel, trying to sound brave.

"Come on guys, the show's about to start," called Max.

"After you," said Gwen.

Ben and Angel frowned as they walked forward into the main tent.

"Ladies and gentlemen! Children of all ages," the ringmaster announced as the crowd all gathered in the main tent to watch the show. "The Circus of Laugher is proud to present the Sultan of Smiles, the Crown Prince of Chuckles, the Rub Tickler himself, the star of our circus: Zombozo the Clown!"

A tiny pink clown car drove into the tent's area and screeched to a halt as Zombozo stepped out of it and presented himself to the crowd. He had red hair and pale skin. His jumpsuit was stripped purple and grey, matching his bow tie. He wore big black shoes, fingerless gloves, and a top hat.

The crowd in front of him laughed hard while Ben and Angel just looked freaked out by Zombozo.

The car drove away on its own, honking its horn before it turned back towards Zombozo who smirked at it before giving it a "bring it on" gesture with his hand. He then reached into his sleeve and pulled out a red bullfighters cape before the car zoomed in and hit the car before it burst into confetti with a poof, causing the crowd to laugh at the trick.

"If you love clowns, then this is the place to be! You're gonna die laughing," Zombozo announced as the shadows behind him faded and revealed some sort of generator that glowed with blue lights that glowed harder as the crowd laughed. "That's a Zombozo guarantee."

Ben stood up kind of feared.

"I'm gonna go get some popcorn," said Ben.

"I'll come with you," said Angel and Ben nodded, and both of them ran out of the tent like their lives depended on it.

"What's wrong with those two," asked Max.

"You're asking me," asked Gwen. "I stopped figuring them out a long time ago."

"I was never very good at math," said Zombozo. "But I believe I have your undivided attention! Now how about some volunteers?"

The crowd continued laughing hard as the camera seemed to focus on Gwen and zoomed into her eye to reveal the freakish clown in front of her.

"Aah, super alive… for now," said Zombozo.

Ben and Angel ran out of the circus and gasped for breath as they looked at each other with a nervous look.

"There's nothing funny about clowns," yelled Ben and Angel nodded in agreement.

"Tell me about it. I panic even at the mention of clowns," said Angel and then she looked at Ben with determination, knowing that now is the time. "Ben, there's something I need to tell you."

"What is it? Is something wrong," asked Ben, worried.

"No, nothing's wrong. But it's important," said Angel.

"What's the matter then," asked Ben.

"It's just, from the moment we met in that forest, I've never felt happier in my life. You've done so much for me. You saved my life a couple of times and I'm thankful for that, but you probably already know it. But that's not what I wanted to tell you," said Angel nervously and Ben looked at her curiously.

"Where are you getting at," asked Ben.

"The thing is, I fell in love. I fell in love with you," confessed Angel and Ben looked shocked. "I know you probably don't feel the same way, but I just had to tell you my feelings."

Ben just stared at her in shock. He never thought this would happen. It's true that he and Angel have been good friends, but he never imagined that she would fall in love with him. His thoughts were interrupted when he heard sniffing. He looked at Angel and saw that she had tears in her eyes.

"I'm sorry, Ben. You must I'm some sort of a weirdo. I probably–," started Angel, but stopped when she felt Ben hugging her. She couldn't help but hug him back.

"Look, Angel. You're an amazing girl and you're brave, cute and smart. You're my best friend. And to be honest I don't know much about love, but if you're really in love with me, then I don't mind. But it'll take some time for me to love you back, 'cause like I said, I don't know much about it," said Ben softly as he rubbed Angel's back.

Angel couldn't help but hug him tighter. _"He didn't reject me! He doesn't mind that I love him! I just need to be patient."_

Her thoughts were interrupted when they heard a crashing sound like glass shattering. They let go of each other, but Ben grabbed Angel's hand and ducked behind a car to investigate.

Much to their surprise, the saw Thumbskull, Frightwig and Acid Breath looking at each other in front of a jewelry store window, which they obviously shattered.

"It's those freaks from before," whispered Angel.

"They're not just incredibly creepy, they're downright evil," stated Ben.

"Ben, what if this is a set–up," wondered Angel and Ben looked at her. "I mean, maybe Zombozo's show is just a distraction while these creeps rob the stores. They must be working together."

"If that's true, then grandpa, Gwen and everybody in that tent must be in trouble," said Ben and they continued watching the evil trio.

The freaks walked towards the stores and set out to stealing as Ben and Angel could only watch.

Thumbskull walked into the store whose window he shattered and grabbed all of the jewels in his hands.

Acid Breath walked to a car and used his breath to melt the roof off the top and then he pulled the radio out of its socket.

Frightwig then walked in front of the bank's ATM and stabbed her powerful hair tendrils into the wall and pulled the ATM out of it, sending cash flying everywhere as she laughed maniacally. "It's pay day!"

Ben activated the Omnitrix and looked at Angel. "Angel, I want you to stay here. These guys are no messing around and I don't want my future girlfriend to get hurt." Ben pressed the hourglass of the watch and was engulfed in a bright green light. When the light faded, in Ben's place stood Kickin Hawk.

Angel couldn't help herself and blushed deeply when Ben called her future girlfriend.

Thumbskull walked, holding two TVs in his arms, but he gasped when he saw Kickin Hawk landing on top of the car and glared at him.

"You're not going anywhere," snarled Kickin Hawk before launching himself at Thumbskull, and kicked him right in the chest, sending the strongest freak flying into a nearby wall.

Frightwig tried to retaliate by wrapping her hair around Kickin Hawk, but to no avail as he was too fast and kicked her hair tendrils back.

Kickin Hawk then bounced on top off the getaway car and used his sharp claws to tear the roof open, letting the cash and valuables loose as he topped it over.

"Hey, that's our stuff," shouted Thumbskull.

"No wrestling hawk is going to steal our loot," said Acid Breath. "Get him!" He then breathed out towards Kickin Hawk before he leaped out of the way and his breath melted what was left of the getaway car.

"Okay, that guy makes Stinkfly smell like roses," said Kickin Hawk.

He landed between the two freaks and swept Frightwig off of her feet before she looked at Kickin Haws, who was glaring at her.

"Don't just stand there like a sore thumb," Acid Breath told Thumbskull. "Get the boss!"

Thumbskull nodded and ran off as his partner ran to engage Kickin Hawk.

Unfortunately for them, Angel was hiding nearby and heard them. _"So it's not Zombozo working for them. It's them working for that clown. How am I gonna warn Ben without those two seeing me?"_

Back at the circus, Zombozo was looking absolutely drunk at the laughter that he was feeding off from the crowd with an absolutely maniacal laugh.

"Laughter really is the best medicine," said Zombozo. "For me!"

Thumbskull then walked in as the crowd continued laughing.

"Uh, boss," said Thumbskull. "Excuse me."

Zombozo got an angry look at the fact that his show had been interrupted.

"How many times have I told you not to bother me while I'm eating," asked Zombozo angrily.

"We, uh, ran into a bit of trouble," said Thumbskull.

Zombozo glared at that statement.

Kickin Hawk had the other two freaks pinned down as he glared at them.

"Did you really think you had a chance against me," asked Kickin Hawk.

Suddenly, a hat appeared and Zombozo appeared in a flash of confetti with Thumbskull behind him.

"I heard you're full of tricks," said Zombozo. "Let's see if you know how to play dead."

He then brought out a giant mallet and hit Kickin Hawk in the chest hard, sending him crash into the radio tower.

"I didn't know clowns were such heavy hitters," muttered Kickin Hawk.

Angel saw what was happening and ran up to Kickin Hawk, despite her promise to stay hidden.

"Ben, are you okay," asked Angel, worried as Kickin Hawk slowly stood up.

"Oh, so you've got yourself a friend," said Zombozo as he slowly walked towards them.

Both Angel and Kickin Hawk were terrified of the clown and Kickin Hawk grabbed Angel and backed behind the tower supports.

"That's not a Hawkeye! It's just a chicken," boasted Zombozo.

His minions were confused as they looked at Kickin Hawk, who looked terrified while holding Angel tightly against his body.

"Bring the certain down on him," shouted Zombozo.

Acid Breath breathed out and melted one of the tower's legs while Frightwig wrapped her tendrils around another leg and started to pull the tower down and Thumbskull used his brute strength to break the third leg.

"It's over, Hawkeye," said Acid Breath.

The tower started to cave in on Kickin Hawk and Angel as they looked up in shock and Kickin Hawk brought Angel to the ground, and wrapped his entire body around her to keep her safe, and the tower fell right on him.

Thumbskull picked a piece of rubble and nodded. "Chicken and girl gone. I don't think they could've done that."

"Come on," said Zombozo. "We've got bigger laughs to get!"

He vanished in a puff of smoke and confetti before his minions ran off back to the circus.

At the rubble, Kickin Hawk managed to stand up, pushing the rubble away, and helped Angel stand up.

"And my parents wonder why I hate clowns," said Kickin Hawk and the Omnitrx timed out, turning Kickin Hawk back to Ben.

"What are we going to do now," asked Angel.

"We need to find grandpa and Gwen," said Ben and looked at Angel. "But I want to know what were you thinking for coming out in the open like that? I told to stay hidden!"

"I know, but when I saw you hitting the tower, I got worried that you might've been hurt. I know that you can take care of yourself, but I just don't want to see you getting hurt. I really love you and I don't know what I would do without you," said Angel as tears started to form in her eyes.

Ben didn't know what to say and did the first thing that came in his mind. He wrapped his arms around Angel, and brought her into a tight hug.

"I know you're worried, Angel. But I'm worried about you, too when you get into the harm's way and I don't know what I would do if I lost you," Ben whispered in her ear and then kissed her on the cheek, much to her shock and happiness.

The circus had ended about an hour earlier and everybody had left. Strangely, the circus and all of its stands had suddenly vanished. There were discarded popcorn boxes, soda cups and cotton candy sticks all over the floor. Candy wrappers flew through the breeze. Everyone was walking slowly and laughing weakly, including Max who was sitting on one of the bleachers.

Ben and Angel ran up to him.

"Grandpa," Ben said as he shook him, but he continued to chuckle. "Grandpa, are you in there?"

"Oh, Ben, Angel. Where'd you go," asked Max, finally noticing the children.

"Where'd we go? Where'd the circus go," asked Angel.

"Oh, I'm not sure," said Max as he looked to his side. "I remember Gwen and I were laughing . *chuckle* It was so funny." He then briefly dozed off.

"Grandpa," said Ben, putting a hand on his shoulder. "Are you okay?"

"I just *chuckle* feel kind of glum. That's all," said Max as he started chuckling again.

"Then why are you smiling," asked Angel and then she saw Ben's look of realization. "Ben, what is it?"

"If grandpa's here, then where's Gwen," asked Ben.

Zombozo and the circus freaks were driving a getaway truck away from the area and he smiled as he looked to Thumbskull who was driving the truck with him in the front seat.

"Did you grab me a snack for the road," asked Zombozo.

Thumbskull smiled as he pulled the curtain away in the back and saw that they had grabbed a few still–laughing hostages… and Gwen was among them!

Zombozo smiled as he put his eyes back on the road ahead.

Little did he know, the Rust Bucket was hot on his trail as Ben, Angel and Max followed him.

"Zombozo must've zonked out the entire townduring the show while his freaks robbed everyone blind," said Ben. "But why kidnap Gwen?"

"I… I don't know," said Max, sounding exhausted as he drove the RV. "But don't worry, you two. We'll catch that clown."

"Yeah," said Angel as she nervously rubbed her hands together.

"Who would be afraid of a silly old clown," asked Ben, just as nervous.

"Ben, Angel, what's bothering you," asked Max as the kids looked up nervously as Ben nodded.

"Okay," said Angel as Ben grasped her hand. "I'm afraid of clowns."

"Yeah, me, too," admitted Ben. "It all started when my parents took me to the circus when I was 4 years old. It was so scary for me back then. They just freak me out."

"We're such losers," said Angel sadly.

"You're not losers. Everybody's got their own crazy fears," said Max. "When I was a boy, I was afraid of heights. But I decided enough was enough and I climbed to the top of the water tower. Sometimes, you just got to… scare… the fear… out of you."

His vision suddenly blurred and lost consciousness at the wheel.

"Grandpa," shouted Ben as he unbuckled his seatbelt and grabbed the stearing wheel as the Rust Bucket started going off the road.

"Do you how to drive," asked Angel, panicked.

"How am I supposed to know when I'm too young to drive," asked Ben. "Whoa!"

The RV was sent flying off the road at a barrier they crashed through and was sent flying into the unmarked road behind it.

"We're going to crash," shouted Angel.

"We need an anchor fast," said Ben as he looked at the switches and flipped one, unrolling the awning and Ben looked at it through one of the mirrors. "Come on, come on."

Unfortunately, the Rust Bucket was going so fast that it broke the awning right off when it hit a tree.

"That's not good," said Angel.

"Hold on," said Ben as he gave a sharp turn and slammed on the breaks as Angel lost her footing and the Rust Bucket finally came to a stop, and Angel smiled to Ben.

"That was close," said Angel.

"Yeah," said Ben as he looked at his grandpa. "Grandpa, are you okay?"

"So… sad," said Max weakly. "So very sad."

"Grandpa, what happened inside the big top? After Angel and I left," asked Ben.

Max flashed back as he remembered what happened.

 _*Flashback*_

 _The crowd was laughing hardly inside the Big Top as they watched the show. Suddenly, blue ghost–like creatures started floating out of their bodies and they went flying into the generator from earlier that Zombozo was hooked up to._

" _I love the sound of laughter," said Zombozo. "It feeds my soul."_

 _*End Flashback*_

"Ben, Angel," said Max. "I think Zombozo robs people of more than just their possessions. I think he steals people's happiness. Until there's nothing left."

Ben gasped as he came to a realization. "And he's got Gwen!"

The Rust Bucket had arrived at the abandoned fairgrounds and Angel sneaked out behind the giant crates as Ben gestured to her that he saw keeping watch. He looked and saw Thumbskull, Frightwig and Acid Breath carrying some crates as he nodded.

"I think that those crates carry the stuff the robbed," said Ben.

"We've gotta do something," said Angel as the turned around and were face–to–face with a giant poster of Zombozo, which caused them to gasp and bumped into the crates behind them, which fell over, catching the attention of the Circus Freaks.

Frightwig giggled as they looked to see Ben and Angel brace themselves.

"Looks like we've got some kids who want to see the show without buying a ticket," said Frightwig as pulled off Acid Breath's mask, and then looked at Angel. "Hey, you seem kind of familiar. It's like I've seen you before."

"You know her," Ben asked Angel, who shook her head.

"No. I've been with you, Gwen and Max ever since you saved me from that forest where my parents left me for a few days," said Angel as she hugged Ben, but Frightwig's expression suddenly changed.

"Impossible! I thought you'd be dead by now," snarled Frightwig, much to everyone's confusion, excluding Angel, who looked at Frightwig and her eyes opened in realization and hid behind Ben in fear, and hung onto him.

"Angel, what's wrong? Tell me," said Ben in concern as he hugged Angel back.

"Ben, there's something I need to tell you," said Angel with tears in her eyes and looked at her crush. "Frightwig's my mom."

"SAY WHAT!? She's your mother," asked Ben, shocked by this sudden reveal and Angel only nodded and hugged Ben tighter.

"Ben, please don't leave me. I might be her daughter, but I'm not like her. You've got to believe me. You're all I've got and I really love you. Please, Ben, don't leave me," said Angel as she cried into Ben's chest, wetting his T–Shirt with her tears in the process.

Ben didn't know what to do and just watched the 8–year–old crying her eyes out. How was he supposed to react? He just learnt that Angel's mother was working for a psychotic zombie clown. Before he could do something, his thoughts were interrupted by a laugh.

"Oh my, how pathetic can you be? You, fell in love? Ha, ha, ha, that's rich," laughed Frightwig and looked at Ben. "Look, kid. Let me take her and throw her off a cliff or something. She's nothing but trouble."

Ben suddenly felt something he rarely felt. He looked at the crying Angel and pulled her away, much to her confusion and fear, and looked at Circus Freaks with pure anger.

"No," said Ben in a cold voice. "I won't let you take her away so you could hurt her. She's my best friend and maybe my future girlfriend and I won't let anyone hurt her, including you!"

He then activated the Omnitrix, turned the dial, and slammed down the hourglass when he found the alien he wanted to transform into, and was engulfed in bright green light. When the light faded, in Ben's place stood Shocksquatch.

"And one more thing. If you want to get to her, you'll have to go through me first," said Shocksquatch firmly as his body sparkled in electricity.

Angel didn't know how to feel. When Ben pushed her away, she was confused and scared that he was going to take her back to Frightwig, but all of that fear vanished the moment Ben transformed into Shocksquatch and had said that he'll never give up on her and he won't let anyone hurt her. Right now, she didn't feel anything else except for pure love for Ben as he got ready to fight the Circus Freaks, but she knew she couldn't relax just yet, because she knew that Ben would want an explanation.

"Suit yourself, kid," said Frightwig and turned to Thumbskull and Acid Breath. "Get him!"

Thumbskull charged at Shocksquatch and tried to punch him, but Shocksquatch ducked and punched Thumbskull in the gut with an electrified fist and delivered an uppercut, sending Thumbskull flying into some crates.

Acid Breath breathed out some acid, but Shocksquatch got out of the way by jumping and landing on a tower of crates, but Acid Breath breathed out some more acid and Shocksquatch once again avoided it and fired a blast of electricity at Acid Breath, electrifying him.

When Shocksquatch landed on the ground, Frightwig wrapped her hair around his wrists, and tried to pull him, but Shosksquatch was too strong and grabbed her hair, and started spinning Frightwig around. He let go of her sending her flying into some crates.

However, because he was focused on Frightwig, he didn't notice Thumbskull recovering and tackling him, and pinning him to the ground, soon joined by Acid Breath and Frightwig as they tried to keep Shocksquatch pinned.

Suddenly, a rock came out of nowhere and hit Acid Breath in the face. The freaks looked up and saw Angel holding a few small rocks in her hands.

"Let the love of my life go," said Angel as she threw some rocks at Thumbskull, but he appeared to be unaffected.

Because of Angel's distraction, they failed to notice Shocksquatch, who slowly started to get up even with all Circus Freaks on top of him, and unleashed the biggest blast of electricity ever from his body, sending the Circus Freaks crashing through a column, knocking them unconscious and glared at them.

"If you even lay a finger on Angel, you'll be very sorry," said Shocksquatch firmly as Angel slowly walked up to him.

"Are you okay," asked Angel and Shocksquatch nodded, and looked at her. "I guess you want answers, right?"

"Of course I do. Why didn't you tell me that Frightwig was your mother," asked Shocksquatch.

"Well, I was so nervous about the whole 'going to the circus' thing that I didn't recognize her when we saw her for the first time," said Angel. "And it seems that she decided to forget everything about me, considering that she didn't even recognize me when you, as Kickin Hawk, battled them earlier."

"Okay, that explains a few thing, but now I want you to do something for me," said Shocksquatch.

"Let me guess. You want me to leave you alone," said Angel sadly and Shocksquatch looked at her confused.

"Why would you think that? No, that's not what I want from you," said Shocksquatch as he put his hand on Angel and she looked up at him. "Look, I'm not angry at you. Just promise me that if we encounter your father by some reason, you'll tell me so I could keep you safe, okay?"

"Okay, I promise," said Angel as she smiled and hugged her crush, who returned it.

"We've got a lot of things to talk about, but right now, there's a clown that we need to stop," said Shocksquatch.

"'We'," asked Angel and Shocksquatch nodded.

"I have the feeling that I might need some help," said Shocksquatch and Angel nodded, and the duo walked up to the tent as they gulped.

"We can do this," said Angel.

"You're right. It's just a guy with a red rubber nose and big shoes. Nothing Shocksquatch can't handle," said Shocksquatch, but then the Omnitrix timed out, much to his dismay. "Whose side you're on anyway!?"

The two looked around, always vigilant for Zombozo and Ben walked and saw a mirror and was shocked as he stepped back and came to the realization.

"Oh great. Now you're afraid of your own reflection," groaned Ben.

"Ben, I have the feeling that he's leading us into a trap," said Angel as she grabbed Ben's hand.

"Trap or not, we've got to stop him," said Ben.

The evil clown detected their presence approaching and smiled his wicked and ugly smile to himself as he glared.

"Hiya, kiddos! Something tells me you'd be a barrel full of laughs," said Zombozo.

Ben glared as he and Angel just kept walking before Ben walked into a mirror before he recovered and rubbed his nose. He then noticed his and Angel's reflections turned back towards him with a clown face before it morphed into replica of Zombozo and Ben glared.

"Hey there, Serious Kids! How about a smile," asked Zombozo.

Ben brought Angel closer to him to protect her as the mirrors turned into a darkened version of Zombozo and they all reached towards them as they across the hall, not letting him get to them.

"What's your stories, morning glories? Was that hawk yours who gave my freaks such frowns," continued Zombozo.

They ignored him as a jack–in–the–box style Zombozo head popped in front of them.

"What about that yeti outside?"

They turned around and tried to run the other way, but another head popped up.

"Do they work for you or–," a third head popped up from the floor they were standing on, sending Ben and Angel flying. "Are is the boy some kind of a freak?"

"I'm not a freak," shouted Ben.

Then, a fiery image of the insane clown's head smiled at them as Ben glared at him and Angel looked away in fear and suddenly landed on two trapeze swings, flying through a giant Zombozo head before the ropes of the swings broke and they went falling down into the darkness before landing on a spider's web. They struggled to break free and Angel closed her eyes as she held onto Ben tighter.

"This is it! We're gonna die," cried Angel.

A spider with Zombozo's head started descending the web towards them as they struggled. "Come on, kids! You've got loosen up. Laugh a little." He then brushed Angel's face with his front legs as Ben sneered. "It's what keeps me going."

"Keep your twist psychopathic hands away from her," shouted Ben.

"Oh, worried about your girlfriend, aren't you," asked Zombozo as he sliced them of the web, sending them falling into the dark void again.

The fall seemed to go on forever, but Ben and Angel eventually landed hard on the solid ground. A spotlight shined on them from above as Ben pushed himself up and then helped Angel sit up, soon realizing that they were at the circus' center ring. They heard footsteps from behind and they turned around, coming face–to–face with Zombozo.

Ben noticed several spheres on his arms contained the souls and happiness of the patrons of the circus. He and Angel then gasped as they realized that the only soul in his head was Gwen's, looking really shriveled and wrinkled in a void full of fire while still laughing uncontrollably.

"You're not afraid of old Zombozo, are you," asked the clown.

"What do you want," asked Ben.

Zombozo smiled and snapped his fingers. As if on cue, a spotlight came on and showed the generator from earlier fully charged. The plug from it suddenly levitated and plugged itself into Zombozo's back right on the nose of clown symbol on his jacket. He then started floating in the air and laughed maniacally. "Only what every clown with floppy shoes wants: to make people laugh! Then drain their positive energy like a sponge at a pool party! Is that so wrong?"

"Only a psychopath would think draining energy is normal," said Angel, trying to sound brave while holding onto Ben for dear life.

"Is that the machine you used to suck the happiness out of your audience," asked Ben.

"I call it the Cyclown! Clever, eh? Soon, I'll be taking my act to the big cities. Millions of people laughing for me. Feeding me. Making me stronger," said Zombozo.

"I want my cousin back," shouted Ben.

"Cousin," asked Zombozo. *gasp* "Didn't you hear? She ran away with the circus!"

Zombozo gestured to his right as a spotlight shone down on Gwen, lying unconscious and looking absolutely wrecked as she chuckled weakly.

"Angel, go to Gwen," said Ben as he looked at her.

"What, but I want to help," said Angel.

"I'll take care of this creep," said Ben as he then glared at Zombozo. "You think you're funny, but I'm gonna get the last laugh."

Ben activated the Omnitrix and slammed down the core, and was engulfed in green light. When it faded, in Ben's place stood Ghostfreak.

Angel, knowing what Ghostfreak was capable of, made her way to the unconscious Gwen and tried not to think of how Ghostfreak was gonna take on Zombozo.

The clown stood as the Ectonurite floated in front of him, pissed off. "Nice try, kid. But I sell the tricks. I don't buy them."

"I just figured there's something I'm even more afraid of than you," said Ghostfreak as he soaked him in the face, wrapping him up in the Cyclown's core as he glared at Ghostfreak. "Losing my family to some goofball emotional vampire." Ghostfreak then vanished, causing Zombozo to look around. "In other words…" Ghostfreak appeared behind him and struck him in the nose before vanishing again. "… you're going down, clown!"

Zombozo nervously looked around for Ghostfreak as he couldn't find the Ectonurite anywhere when suddenly he was hit by a wooden board by Ghostfreak, sending him sprawling into the Cyclown, causing it to overload and implode, sending all the happiness where it belonged. The blue souls went out of the building and searched for their rightful owners, finding them and restoring the happiness all over the city. Nay, all over the country.

Gwen's soul returned to her while Angel was sitting next to her as Ghostfreak glared at Zombozo.

"I'm warning you to back off," said Zombozo, though he knew he had already lost.

"You wanna see something really scary," asked Ghostfreak as he opened his skin and showed his true form to Zombozo, revealing several black and white striped tentacles growing out of his stomach.

Unfortunately, Zombozo wasn't the only one who saw them and Angel could definitely tell that from all ten aliens, Ghostfreak was the scariest one.

Zombozo screamed in terror as he disconnected from the destroyed machine and backed away nervously.

"Oh, now don't tell me you're afraid of old Ghostfreak," taunted Ghostfreak.

"Please! No more," begged Zombozo as Ghostfreak took a deep breath.

"Boo," said Ghostfreak as he got ready to strike Zombozo, but the clown screamed before exploding outwards in a puff of confetti as Ghostfreak winced a little. "Okay, that kind of freaked even me out." Then Omnitrix then timed out and Ben walked over to his cousin with a smile after receiving a hug from Angel.

"What happened," asked Gwen as she saw Ben and Angel. "Oh, guys. Hey, where's that popcorn?"

The Rust Bucket left the fairgrounds as the police arrived and took the Circus Freak into custody as Ben looked at his grandfather.

"Are you feeling okay, grandpa," asked Ben as Max smiled at him.

"Happy as a lark," said Max. "Pretty clever, scaring your fear of like that."

"Boo," Gwen popped up, wearing a clown mask, trying to scare him.

"Oh, hey Gwen," said Ben, not even flinching from that. "Trying a new makeup? That's a good look on you."

"Aw, you're no fun anymore," complained Gwen as she threw the mask down.

"Nice one," said Angel as she walked up to Ben and smiled when he got an idea.

"Hey Gwen," called Ben and his cousin turned to face him. "It seems that I'm more mature than you."

Gwen was about to argue, but stopped when Ben suddenly put an arm around Angel's waste and kissed her on the cheek, much to the 8–year–Old's surprise and happiness, causing Gwen to look in shock and faint, and Ben laughed.

To be continued…

 **Hey, everybody. Sorry if I made you wait this long. I was gonna post this chapter at the beginning of the week, but got depressed when I heard what happened on WWE this Monday regarding Roman Reigns since he's my favorite wrestler.**

 **Anyway, I hope you enjoyed this chapter. I bet most of you were surprised to learn that Frightwig was actually Angel's mother. So, I'll try to post the next chapter before 2019. I'll see you next time. Until then, have a nice day.**

 **R &R**


	10. Chapter 10

Ch.10: Lucky Girl and the Amethyst Dragon

The gang was checking out a museum that collected artifacts of history, Ben and Angel were looking through shaman's mask on a stand before Ben smirked ad they walked to the rest of the family as they were checking out an exhibit that was being described by the museum tour guide.

"…and behind this impenetrable glass is the recently discovered and only known existing copy of the Archamada Book of Spells."

Angel just shrugged as Gwen started to talk along with the tour guide on the book.

"It contains ancient witchcraft and rituals from the late 1600's," the both said.

The tour guide then noticed Gwen doing her job and following her hand gestures. "Maybe _you_ should work here, dear," the tour guide told Gwen as she walked away.

"Don't let mummy face get to you," said Ben, nudging his cousin.

"Yeah, she's probably older than the spell book," said Angel and the three of them laughed.

Their amusement was cut short when a continuous crack echoed through the museum and the building trembled. Angel and Gwen held onto Ben and before anyone could realize what was happening, Ben, Angel, Gwen, Max, and everyone else in the museum were suddenly lifted off the ground and pinned to the ceiling.

"Something tells me this isn't part of the tour," said Max.

"What makes you say that," asked Gwen.

From the window below them, a steady strea of red smoke slipped through the crack, circling the air, and stopped in front of the Archamada Book of Spells. The smoke took a solid form as it approached the ground, becoming a man with a worryingly thin disposition and unnaturally pale skin underneath a black and red robe that was practically draped over his shoulders and a sash of five different charms across his chest. The man had a skull tattooed across his face and carried a wooden staff with a bird's skull on top and a metal ring sliding through the eyes.

"The Archamada Book of Spells," said the wizard. "All of its powers shall soon be mine."

The wizard spoke in a foreign language as one of his charms glowed and the once impenetrable glass was ripped apart by an unseen explosion.

"Impenetrable glass? Yeah, right," said Angel and Ben reached for the Omnitrix.

"Now would be good time to go–," Ben began before Hex noticed them and used his staff to dispel his levitation enchantment, sending them to the ground. "–hero!" Ben shouted as they came crashing to the ground.

 **(Theme song:**

 **It started when an alien device did what it did,**

 **It stuck itself upon his wrist with secrets that it hid,**

 **Now he's got superpowers, he's no ordinary kid,**

 **He's Ben 10!... (Ben 10!)**

 **So if you see him, you might be for a big surprise,**

 **He'll turn into an alien before your very eyes,**

 **He's slimy, creepy, fast and strong; he's every shape and size,**

 **He's Ben 10!... (Ben 10!)**

 **Armed with the power, he's on the case**

 **Fighting evil from Earth or space,**

 **He'll never stop 'til he makes them pay,**

 **Cause he's the baddest kid to ever safe the day,**

 **He's Ben 10! (Ben 10! Ben 10!)**

Ben slammed the core down, engulfing him in green light. When the light faded, in Ben's place stood XLR8.

The Kineceleran zipped to the ground before anyone else, raced over to the wall, grabbed the corners of the large hanging banner, and pulled it out to tie the corners to strong supports by the time the first bodies landed. Angel, Gwen, Max, and the rest of the tourists hit the banner and slid to the ground safely.

"Everyone out," shouted XLR8.

"Ben, be careful," said Angel as she and Gwen were led to the exit by Max.

"She's right. You don't know what tricks he has up his sleeve," said Max.

"Hey, skully freak! If you want a book, try the library," taunted XLR8 as he faced the magician.

"I'm Hex, the most powerful sorcerer this word has ever known and I will not be hindered by some Velociraptor," proclaimed Hex.

One of the talismans on his chest glowed and the wizard in his unknown language as he swung his staff across the air. The bird skull opened its beak and a stream of flames shot out to burn the top corners of the banner. The flaming banner hit the ground and came to life as it started chasing the Kineceleran.

XLR8 quickly turned and raced to the wall where he proceeded to run the surface while the banner slammed below him. Hex turned his staff up the wall and fired a barrage of red crystals at the speedy alien, but XLR8 expertly swerved around the assault and bounced off the ceiling to land back on the ground. XLR8 tried to run at Hex directly, but the magician waved his staff again and a flash of golden light blinded the Kineceleran, sending him sliding into one of the museum displays.

Hex turned to the downed alien and raised his staff for the finishing blow when a pair of trashcans flew out of nowhere and hit him in the back; he staggered, but didn't fall. Gritting his teeth, Hex swirled around and leered at Max and Gwen.

"Guess we got his attention," said Gwen nervously.

"Kinda wished we hadn't," said Max.

Hex used his silent spell and threw the pair across the floor before he got hit in the head by a metal pipe. He turned and saw Angel.

"Big mistake, little girl! What chance do you have against me," asked Hex with a leer.

"Me, no chance at all. But him," said Angel with a smirk as she gestured behind Hex.

The magician turned around and saw XLR8 zipping across the room and got punched in the face by the Kineceleran.

While Hex struggled to stand, XLR8 encircled him in a blur of motion, repeatedly wailing on the dark sorcerer without him being able to put up a struggle. During one particular punch, one of the charms on Hex's chest fell off and was thrown out of reach. XLR8 created a funnel of blue wind that he used to lift Hex off the ground and slammed him back down with enough force to break the floor, rendering the dark sorcerer unconscious. XLR8 smirked at Hex's downtrodden form before he spotted the dropped charm, and took it when Angel, Max and Gwen came up to him.

"Nice job," complimented Max.

"Just doing what I need to do to keep it low key," said XLR8.

Five minutes later, XLR8 was standing outside the museum as a crowd of adoring fans cheered and took pictures of him while the emergency medical team loaded a strapped down Hex into the back of the ambulance.

"Who's your hero," shouted XLR8 arrogantly.

Angel couldn't help but smile and blush, but Gwen didn't share her admiration as she crossed her arms and looked away disdainfully.

Ben, Angel, Gwen and Max returned to the RV later that night after Ben had his literal ten minutes of glory. The first thing Ben did when they got back to the Rust Bucket was pull out his box of summer souvenirs they had collected during their travels: Animo's transmodulator, a bottle of Vera's Chicken Liver, a piece of armor from Sixsix, photos from Sparksville, and the golden Sumo Slammer card Angel gave him. And now he had Hex's charm to add to the collection.

And, of course, Gwen had to ruin his happy moment.

"All I'm saying is that you didn't exactly stop that creep all by yourself today, okay," complained Gwen across the table, much to Ben's irritation. "I helped save your sorry butt, but does anybody notice me?"

"Hey, being a hero is not about getting attention," said Ben.

"Except when you shouted 'Who's your hero?' in front of all those XLR8 fans," said Angel.

"Hey, no offence, but you threw a trash can at the guy," said Ben, trying to argue his point. "That doesn't exactly make you a hero, unlike me."

"Wake up, doofus," said Gwen, looking close to having a meltdown. "The only reason you're a big hero is because of the Omnitrix. If I had grabbed the watch instead of you, I'd be getting all the attention and all the cool souvenirs." She pouted and turned to stare out of the window.

Ben looked at his pouting cousin and sighed as he took out the magic charm and offered it to Gwen.

"All right, here, take it," said Ben

"Really," asked Gwen, surprised by his generosity.

"Yeah, I got tons of other stuff," said Ben nonchalantly.

Gwen didn't argue, accepting the magical charm with a feeling of giddiness inside of her.

"Gwen, don't you have something you want to say to Ben," asked Max with a proud smile from the driver's seat.

"…You know this doesn't change the fact that you're just plain lucky," said Gwen drily at first, but eventually smiles. "But thanks."

"You're welcome," said Ben.

Meanwhile in the travelling ambulance, an EMT is monitoring Hex's vitals on a machine when one of the sorcerer's charms came to life and Hex's eyes opened.

"My destiny shall be fulfilled," said Hex ominously.

The back of the ambulance was suddenly blown open by an unseen explosion and the driver brought the vehicle to an immediate stop. The driver leaned closer to the side mirror and spotted Hex floating cross legged through the dense, mist–covered forest with his staff in hand, heading back to New Orleans.

Later at a restaurant, the Tennyson party were sitting at a four–seated table as Angel sipped her Pepsi. By this time, Gwen had fashioned the talisman into a necklace. Ben and Gwen looked and there was only one crawfish left on the plate.

"I've been counting," Gwen noted Ben and Angel. "You've each had seven crawfish to my six."

As she said this, the talisman began glowing.

"Then I guess it's time to make it an even eight," said Ben as he picked up his fork before Gwen slapped it away.

"I don't think so," said Gwen challengingly.

Without any of them realizing it, Ben's fork flew across the room and ended up stabbing a passing waitress in the ankle, causing her to jump at the sharp pain and send the glasses she was carrying flying into the air. One of the glasses somehow managed to lodge itself in the crevice of a chandelier, doing a full rotation, before flying into the open window of the kitchen and hitting one of the chefs in the back. The chef jumped up and unconsciously paced back into a cart carrying a bowl of live crawfish and sent it out the door. The cart slid all the way to the Tennyson table and flipped the bowl right on Ben's head. While the boy slumped in his seat, Gwen took the opportunity to collect the last crawfish and eat it with a smug expression.

"Okay, now I'm full," said Gwen.

"But they're not," groaned Ben as one of the live crawfish started to slither up his nostril.

Ben cried and fell over himself onto the floor, much to Angel's worry, and Gwen and Max's amusement. But in the middle of her laugher, Gwen looked down and noticed her new necklace glowing just before the light died away.

Back at the witchcraft museum, Hex trashed the place once again, looking for the Archamada Book of Spells. When he didn't find it on display anymore, he levitated the helpless security guard's face to his own, clearly not happy.

"The Archamada Book of Spells," demanded Hex. "Where is it!?"

"We locked it in the vault," said the guard. He pointed to the vault, which Hex walked to, levitating the shelves out of the way as he glared.

"Lata Avidimona Lata," ha chanted as the vault suddenly dismantled itself, sending the door flying off of the hinges. He then levitated the Archamada Book of Spells to his hand before flipping it to the page he desired. "Yes. Soon my power will know no limits!"

Yellow energy flowed from the book into him. Suddenly, the incantation stopped itself before he looked down at his necklace and gasped.

"One charm is missing," said Hex before coming to a realization. "Of course, the battle with that speed creature!"

Later, the Tennysons walked into a festival downtown as they took in the sights and souvenirs that decorated the booths.

"You know, in all my travels, I never saw a crawfish crawl up someone's nostril," chuckled Max before rubbing Ben's hair.

"Glad I could make your day, grandpa," said Ben.

"By the way, thanks for the charm again, Ben," said Gwen before walking to a hot dog cart. "One please."

"Help," cried an old lady. "They stole my purse!"

Three thugs ran up with the woman's purse in hand as they smirked before Max got in their way, putting his hand up.

"That's far enough," said Max sternly.

"Yeah, and who's gonna make us? You, pops," asked the leader as he slung the purse over his shoulder.

"Actually, him and his own personal friend, Kickin Hawk," said Ben as he ducked behind the cart, Angel following him, before he started to fiddle with the Omnitrix.

The thug pulled out a pole from his pocket and twirled it around.

"Come on, work," said Ben, struggling.

"Hey, that's a nice necklace you got there, little girl," said the thug as he reached for the necklace around Gwen's neck, but Max stepped in front of them.

"What's taking you so long," Angel asked Ben in fear.

"The stupid thing won't work," said Ben as continued fiddling with the watch. "Man, this is not my lucky day."

Suddenly, the talisman glowed again as Ben stepped in front of them, pushing Gwen back.

"Let me handle them," said Ben.

"Hey," shouted Gwen as she stumbled into the juggler, who lost control over his bowling pins and fell his unicycle. The unicycle was sent flying into one of the thugs, knocking him unconscious and the clubs fell on the leader's head, causing him to stumble back into Max's hold as he detained him. The final thug approached Ben and Angel as Ben glared at him and held Angel protectively.

Gwen stood up and ran towards them to help, stepping on a mustard bottle, which squirted right into the vendor's face, causing to blindly kick his cart towards the thug and knocking it right into him.

As the first thug was starting to gain consciousness, the thug and the cart were knocked into a wall, causing a flower pot to fall from its perch and right on top of his head, knocking him out again.

"How the heck did that happen," asked Ben, bewildered.

A crowd gathered to watch the scene unfold, including an officer who was standing next to the old lady whose purse was stolen as she smiled at Gwen. "This young lady's a hero, officer!"

"Who, me? Just lucky I guess," smiled Gwen as she then spied a masquerade mask stand and smirked.

Early the next morning, Ben and Angel were groaning in their beds as they heard Max's loud snoring as Ben covered himself with his pillow to drown the noise, to no avail.

"Hey, Gwen? You got a mega–sized cork on you," asked Ben as he looked down at the first bunk only to find it empty.

"Where could she be," asked Angel as she got down from the second bunk.

Outside the Rust Bucket, Gwen was playing basketball in a nearby court as she dribbled the ball and tossed it, going nowhere near the hoop. But then, it bounced of the RV before it was slung back by the antenna and landed on a nearby power line, bouncing off the frames briefly before it rolled down the line and landed squarely in the net.

"Nothing but the bottom of the net again," Gwen smirked before the talisman stopped glowing as Ben and Angel walked out, stunned.

"Okay, we're definitely not playing Horse," said Ben as he picked up the ball.

"Give me the ball," said Gwen, grabbing for it as Ben pulled it away from her.

"Not until you tell us how you did that," said Angel.

"What can I say? I'm charmed," said Gwen as she admired her necklace. "It's like every time it glows, everything just goes my way."

"Nothing like a good night's sleep," said Max as he walked out of the Rust Bucket. "Who wants breakfast?"

The kids gulped, knowing what was coming.

Suddenly, everyone heard a crash from the nearby construction site as the scaffolding started to destabilize. The rope holding the workers up broke and the platform stumbled, causing the workers to fall before they grabbed onto the poles, hanging on for dear life.

"Time to watch a real hero at work," said Ben as he dialed the Omnitirx.

"Yeah… Me," said Gwen as her necklace started glowing again. "I'll be right back." She then ran off to who knows where.

Ben shrugged as he activated the Omnitrix and slammed it down as he was enveloped in green light. When the light died down, in Ben's place now stood Stinkfly.

"Yes, I got what I want," said Stinkfly before flying up towards the structure, but didn't notice Angel following him from the ground.

"Over here! Somebody," a voice shouted out as Max saw a man trapped inside his truck underneath a fallen beam from the structure.

Then, from the corner, Gwen stepped out, looking completely different. She was in a black catsuit that hugged her body in all the right places with a cape tied around her waist and black gloves and boots as well as a cat–themed masquerade mask that she had picked up earlier from the stand earlier, as well as her necklace as she stepped into the light.

"Gwen," asked Max, surprised.

"It's Lucky Girl, grandpa," she said before running into the action. She looked around and saw a stand with a loose board with some other boards on top of it. Her talisman started glowing and she ran up and jumped onto the loose board, sending the boards on top flying into the crane, breaking through the windshield and putting the clutch into ignition, activating the wrecking ball, which fell on top of the beam that was pinning the trapped truck down flying and smashed into a button, sending the structure's elevator upwards as Stinkfly flew forwards as he spotted the construction workers hanging from the destroyed platform and smiled to himself as he rubbed his hands together.

"Time to show–," he was suddenly struck by the elevator rising and was sent flying to the ground.

Lucky Girl then looked upwards to see her cousin falling to the ground. "Uh–oh."

"Ben," shouted Angel in worry as she saw Stinkfly falling to the ground. She then closed her eyes and was suddenly engulfed in pink fire. When the fire disappeared, in her place stood an amethyst–colored dragon. She was slightly taller and had a pink chest, and a long tail. Her wings were purple and had dark brown spikes along her back. She didn't react to this and flew upwards and caught Stinkfly before blasting fire at the beams that sent planks of wood hurtling towards the ground.

"Gwen– I mean Lucky Girl! Move," ordered Max.

Lucky Girl then ran away as she saw the wooden planks fell around her. She then ducked for cover inside a cement truck, but her hand accidentally hit the crutch, sending it into reverse and knocking the pipe chute right below the workers before it struck the resting Angel and Stinkfly and knocking them into the wet cement as they struggled.

"This can't be happening," groaned Stinkfly.

"Slide down the chute," Max shouted to the workers, who let go of the platform and slid down the chute and onto the mat for safety as Angel and Stinkfly shook off the cement from them as Stinkfly glared at Lucky Girl.

"How did you pull off this amazing rescue," a news reporter asked Lucky Girl as she smiled to the camera.

"With style, of course," said Lucky Girl and turned to the camera. "Who's your hero!?"

"You heard it here first, live," the news reporter said.

"Lucky Girl? Yeah, right. More like Lucky Show–off," snarled Stinkfly.

"Ben, no matter what, you'll always be the real hero for me," said Angel with a smile as she turned back to human.

"Thanks, Angel. It means a lot coming from you, but how the heck did you turn into a dragon," asked Stinkfly.

"Well, the truth is, this isn't the first time," admitted Angel and she sighed. "The first time was 2 years ago. My parents and I were coming back from a restaurant. We lived in Canada back then. We were walking down the street when a couple of criminals got in our way, wanting everything valuable we had. They had guns and I got really scared that I turned into a dragon and blasted them with fire. They fled and we moved to America. I told you that my parents have tortured me my entire life, but ever since that day, the tortures got worse."

"How much worse," asked Stinkfly.

"A lot worse," said Angel with a sniff and she lifted her T–Shirt and Stinkfly gasped at what he saw. There was a huge scar by a whip on her stomach that went all the way her back. He couldn't imagine what she's been through and hugged the sobbing girl.

"I swear if I see Frightwig again, I'm going Heatblast on her," said Stinkfly.

Angel hugged Stinkfly back and cried on his shoulder.

Hex levitated through the town as he glared, searching for his missing charm as he pushed past all the passersby, when he heard an announcement coming from the television sets in a store he passed by.

"…an exclusive on–the–scene interview with our city's very own:"

"Lucky Girl," she said, proudly.

Hex looked down at her necklace and recognized it as his lucky charm. He smirked as he thought of a devilish plan to lure her out.

As the Rust Bucket drove down the highway, Gwen was on her laptop, researching her charm as Ben and Angel stood by her side with Ben being a little annoyed.

"I cross–referenced the Archamada Book of Spells with dark magical charms and look: it's part of a set called the Charms of Bezel. This charm is Luck," said Gwen, showing her charm. "There are also charms of Fire, Levitation, Reincarnation."

"That explains why I'm so unlucky lately," said Ben.

"Those are the charms that Mr. Magic at the museum wore when XLR8 kicked his butt," said Angel.

" _That's_ why he wanted the book of spells," said Gwen. "But it says all Charms of Bezel must be used for the spells to be at full power. Oh well. His loss is my gain."

"I'm afraid more like _was_ ," warned Max. "We need to return that charm into the museum."

"No fair," Ben and Gwen said at the same time before looking at each other. "Not before I–"

"– try it," finished Ben as he twirled the Lucky Girl mask.

"– use it again," finished Gwen, snatching the mask back. "The world needs someone with the power of Lucky Girl."

"News flash," said Ben. "Angel and I are the only ones here with powers."

"Well you can make it three," Gwen shot back. "Besides, until today, none of knew about Angel's dragon powers."

"All that stuff you did? It's not you, it's that charm," said Ben.

"And it's not you either. It's that watch," Gwen fired back.

"You're just jealous," said Ben.

"Am not," said Gwen.

"Are too! Times ten," said Ben.

"Listen, Gwen. I know this charms means a lot to you, but Hex will stop at nothing to get it from you," said Max firmly.

"Oh man," groaned Gwen.

Then, they heard an announcement over the radio.

" _And the news of the weird, reports are coming in that the city's famed Haunted History Mansion has come alive, trapping dozens of visitors inside."_

"Grandpa," said Ben.

"On it," said Max as he drove towards the mansion.

"I have the feeling Hex is the cause of this," said Angel.

"I'd be shocked if it wasn't him," said Gwen.

"And I'll give him a shock he won't forget," said Ben with a smirk while looking at the Omnitrix before turning to Angel. "Think you can help out with your dragon powers?"

"I don't know, but I'll try," said Angel with a smile.

The Rust Bucket drove to the mansion and stopped in front as the door flew open as Ben started cycling through his aliens when Lucky Girl ran out, wearing her outfit and zipping past him.

" _I'll_ handle this," said Lucky Girl.

"I'm the real hero here," said Ben as he followed her into the mansion.

"Doesn't Gwen sound a little too confident," Angel asked Max as they followed the two cousins.

"Yeah and that's worries me," said Max.

The Tennysons rushed in as the place was in absolute chaos. The tourists were screaming and running everywhere and out of the building, the chandelier and balconies were shaking back and forth, seemingly on their own, with the tourists still on them, meaning they couldn't get off. They were really scared.

Gwen looked in shock as the camera zoomed in on an open window that Hex suddenly appeared from out of thin air.

"I knew you couldn't resist… Lucky Girl," Hex said with a smirk.

Hex activated his staff and the stairwell and balconies in the foyer started shaking even more violently, causing the tourists to panic even more.

"Help us!"

"I'm afraid of heights!"

"This thing is gonna crash down!"

Lucky Girl pushed past Ben, who was dialing the Omnitrix as she smiled proudly. "Everybody stay calm! Lucky Girl is in the haunted house!" She then ran towards the tourists, completely oblivious to Hex standing at one of the windows.

He activated the Levitation Charm and the telekinetic field caused the stairs to shoot out towards Ben, Angel and Max as they ran for cover. Angel panicked and turned into a dragon and blasted the stairs with a flamethrower, vaporizing the wood and she flew for cover as she stood behind Ben.

"That was some fast thinking," complimented Ben.

"Thanks, but how are we going to stop this fiasco," asked Angel.

"Well, luck isn't everything," said Ben as he dialed the Omnitrix. "You need to have the skills to back it up." He slammed down the core, engulfing him in green light.

As Lucky Girl ran up the stairs, the balconies finally caved in and started flying around the room, the tourists still on them and screaming intensely.

Hex was in the center of it, levitating everything in the room as he glared at the charm around Lucky Girl's neck.

Lucky Girl grimaced and groaned as she held onto for dear life as she held onto one the flying floorboards. Her grip eventually gave out and she was sent flying. Fortunately, the Luck Charm started glowing and she corrected herself as she fell safely on a column. She stumbled a bit, correcting her balance.

A man and a woman lost their grips and fell off of one of the levitating balconies, screaming all the while. Fortunately, Max ran up directly underneath the woman and Angel flew towards the man, and caught them. They set the two on the ground before avoiding the leg of the column and was sent flying… into Shocksquatch's clutch as he groaned as he tried to stabilize the leg.

"I've got it," said Shocksquatch.

Lucky Girl then noticed the tourists still on top of the balcony as her eyes widened.

"But who's got them," she asked.

The column Lucky Girl was standing on suddenly broke and was sent stumbling forward. Lucky Girl saved herself by jumping onto the chandelier hanging from above and swung back and forth before landing on the balcony and using her legs to stop her momentum.

"Everybody grab hold!"

The tourists leaped off and grabbed onto the chandelier as it swung backwards with them on it.

Shocksquatch suddenly let go from the sudden jerk backwards and was sent flying into the opposite side of the room.

The cable holding the chandelier broke from the weight of all people on it. Lucky Girl screamed as the Luck Charm glowed again and the cable suddenly stabilized as the tourists got off and ran out the door with their lives safely intact.

As Lucky Girl let go off the chandelier, the doors suddenly closed and her hands were suddenly enveloped in yellow energy. She screamed as her body was suddenly lifted up towards Hex and he smirked at her. He tossed her away from him as she grabbed onto a curtain. The curtain broke off and she landed safely on the ground before running off.

"Give me my charm," demanded Hex.

He landed on the ground as the curtain covered him and he stumbled into a suit of armor due to his lack of vision, which fell on top of him.

"You should've said please," Lucky Girl teased before running off into the hallway.

The curtain was suddenly enveloped in yellow energy glow as it and the armor levitated off of an obviously furious Hex, who followed the young heroine.

Lucky Girl ran down the corridors of the mansion and she then stopped once she reached a room with many different exits.

"Which one," she asked herself.

The Luck Charm glowed and she stumbled before she knocked over the head of a statue, which lifted back to reveal a button. She pressed it, resulting in a wall lifting up, revealing a stairwell which led to the catacombs. She then cautiously went down the stairs, hoping for an exit.

Max, Shocksquatch and Angel noticed the hallway they ran down as they nodded.

"They must have come down this way. Come on," said Max.

"I'm starting to get a serious headache from all this magic," groaned Shocksquatch.

"That makes two of us," said Angel.

Hex followed Lucky Girl and smirked as he noticed the stairwell to the catacombs. He had that charm now.

Within the passage, Lucky Girl and Hex end up in the catacombs of the house. Hex found her rather quickly, but the charm once again allowed Lucky Girl to escape. This time, she leaned on a stone and knocked it out of place, dropping the roof on Hex. He shielded himself and continued to chase her. As he tried to blast her, Lucky Girl's charm dragged her to the floor, making an opening for her that leads into the graveyard.

In the graveyard, Lucky Girl trieed to hide behind a tree. Unfortunately, Hex had thought ahead and used some branches to restrain her. Her charm did no good this time, and Hex took it from her. He then completely sealed her within the branches.

Soon, Shocksquatch pulled the branches off of her and released Lucky Girl.

"Thanks," said Lucky Girl.

"Where is he," asked Shocksquatch.

Angel flew up in the air and spotted Hex levitating in the middle of the graveyard.

"Time to turn this city into an old memory! Rava Eelartas Gallametroy," chanted Hex.

Storms gathered in the sky directly over the city and lighting crashed down onto it. The civilians screamed as they were lifted up into the air along with the cars and street signs.

Shocksquatch jumped up with his fists sparkling with electricity and slammed right into the deranged sorcerer, causing him to lose his focus and the storms disappeared, saving the city.

Angel, Max and Lucky Girl ran down, but Shocksquatch stopped them.

"Stay back," said Shocksquatch and looked at Hex. "Without that charm, you're nothing."

On top of one of the graves, Hex levitated his staff to his hand again as he glared at the Gimlinopithecus.

"You dare challenge me!?"

"I've already beat you once. I'll be glad to do it again," said Shocksquatch with a smirk.

"Gargelia Vortium," chanted Hex and a scarlet–colored smoke escaped from his staff and was absorbed by the gargoyles, whose eyes glowed red as they advanced on Shocksquatch.

"We might be in trouble," said Angel nervously and Max and Gwen nodded in agreement.

A smaller gargoyle grabbed onto Shocksquatch's face as he glared and shot it away with an electric blast. A larger gargoyle whipped its tail at Shocksquatch as he glared and grabbed his tail before he bit his shoulder as he shouted in pain.

The flying gargoyle charged at Angel, but she flew out of the way and blasted the gargoyle with a steam of fire from behind, sending it crashing to the ground.

While Shocksquatch and Angel were busy, Hex went back to work and activated the storm again. Suddenly, he was hit in the leg with a rock as he groaned out in pain as he saw Gwen tossing another rock in her hand.

"Luck only gets you so far, grandpa," said Gwen before she tossed another rock at Hex's face, knocking him unconscious as he fell off the grave.

Angel, who was being chased by the flying gargoyle saw Max picking up a discarded pole with a cinderblock on it and flew his way and the gargoylr went after her.

Max noticed Angel flying at him with the gargoyle right behind her.

"Going… going… gone," he said as he swung the pole and Angel flew upwards at the last moment, resulting the gargoyle to be destroyed by the pole.

Shocksquatch then tossed the middle gargoyle into the grave, causing it to cave in on it. He then picked up a large sword as the gargoyle noticed him and charged at him. Shocksquatch swung the sword with all his might at the gargoyle, destroying it.

The largest gargoyle charged at Shocksquatch, but the Gimplinopithecus dodged its blow, causing the gargoyle to stumble a little. Shocksquatch took the opportunity and jumped onto the gargoyle's back, and wrapped his hands around its neck before sending an electrical charge, causing the gargoyle to cry in pain before cracks started to form all around the gargoyle's body. Shocksquatch noticed it and put more power into the electric charge and didn't stop until the gargoyle was blown into pieces.

Gwen kneeled and picked up Hex's necklace of charms curiously as Hex recovered and noticed it missing and that his nemesis was holding it. He ran forward to stop her before he was grabbed by Shocksquatch who just smirked.

"Time for the magician to disappear," said Shocksquatch as he punched Hex in the face, sending him flying into a grave as Max and Angel covered it with the lid as they smiled.

The three then looked to Gwen, who smiled at the charms. "I could fly, shoot bolts of electricity, brig tree to life… I'd be unstoppable! Or, I guess I could just be me.

She then placed the necklace on a grave stone and looked at Shocksquatch. "Okay, Ben, you can destroy them now."

"Are you sure about this," asked Shocksquatch.

"Yeah. These charms are too powerful to be used," said Gwen and stepped aside. "Do it."

"Well, if you say so," said Shocksquatch as his body sparkled and fired a thunderbolt at the charms, destroying them and sending a sending a mystical blue mist into the skies.

The cops uncovered Hex's grave and arrested him as the Tennysons drove off in the RV.

"You three make a pretty good team," Max commented.

" _Made_ ," Gwen reminded him and gestured at Ben and Angel. "These two are the heroes now."

"Wait? Me," asked Angel, taken back by what Gwen said.

"Yeah, I've got to admit, your dragon powers are pretty cool," said Gwen. "But why didn't tell us about your powers?"

"I don't know. It's just, I thought you'd treat me differently," said Angel. "I thought that you'd think of me as some sort of a monster."

Ben looked at her in sympathy and put a hand on her shoulder.

"Angel, I want you to know that no matter what, we'd never treat you different because of your powers," said Ben with a smile. "And what's more, your powers just make you even more awesome than you already are!"

Angel looked at him in surprise and blushed by what he said and smiled.

"Ben's right," said Max. "Just because you're able to things others can't, doesn't mean you have to be treated differently."

"Thanks you guys," said Angel with a smile. "I don't know what I'd do without you."

"Hey, you're part of the team now so don't think about the past," said Ben before he looked at Gwen. "By the way Gwen, you did a pretty good job."

"Thanks, Ben. It makes me happy coming from you," said Gwen with a smile.

"Good, cause I'm never saying it again," said Ben.

"You won't have to," said Gwen with a smirk as she held up a tape recorder and pressed play.

" _By the way Gwen, you did a pretty good job_ ," Ben said over the tape.

"Oh man," groaned Ben.

Gwen laughed as Angel put a hand on Ben's shoulder.

To be continued…

 **Hi, guys. I'm back with another chapter. Sorry you had to wait this long. I was planning to update the story by the begging of the month, but I was out of the country for 2 weeks and didn't have my laptop with me.**

 **I bet some of you are surprised by Angel having dragon powers. How she got them will be revealed in one of the upcoming chapters. Anyway, I hope you enjoyed this chapter and I'll see you all next time. R &R **


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